Code: Recall
by Ownage Imminent
Summary: The gang prepares for round two as they learn from Aelita's long lost friend that Xana isn't quiet as dead as they hoped. With new weapons, powers, and soldiers, the gang hopes to strike fear in their arch enemy for the things he has done.
1. Chapter 1: Strange Occurances

**Disclaimer: I do not own code lyoko**

Chapter 1: Strange Occurrences

Aelita woke and sat strait up in bed. She put her hand on her forehead not believing what had just happened. It was the first time since she had been materialized two years ago that she had slept in peace. No bad dreams, no visions, and no disturbances in her sleep what-so-ever.

Twenty minutes later, after going through her normal morning routine, Aelita entered the cafeteria for breakfast. She saw Sam sitting with her friends chatting casually. Odd was still drooling over her. Sam's father had received a big promotion and now her family could easily afford having her study at Kadic.

Sam had arrived at Kadic one week ago, along with Taelia, who transferred to Kadic after her old school shut down. While Samantha was very enthusiastic about joining the group, Taelia stayed away from them, clearly aloof.

Aelita spotted Taelia at the other side of the cafeteria, eating with a sulky and moody expression on her face, she obviously liked her old school better.

After loading her tray with nourishment, Aelita went and sat down with her friends. Ulrich and Yumi were talking about the latest Sub-digital's album while Jeremy and Odd spoke with Sam about Kadic.

"Good morning everyone," Aelita sung cheerfully.

"You sound like you're in a good mood," Jeremie replied, "How did you sleep."

"Absolutely fine," said Aelita, "No nightmares at all."

Yumi, who overheard this, raised an eyebrow, and commented "Really, that's a first."

The entire group, apart from Sam who knew nothing of Aelita's dreams, was surprised.

"Do you think it had to do with..." Odd stopped himself, remembering that Sam knew nothing of their war with Xana, or the supercomputer.

"Had to do with what," Sam asked curiously, "I know eating certain types of food before bed can cause bad dreams."

"It's nothing," replied Aelita, eager to cover Odd's blunder, "So what do think of Kadic Sam."

"It paradise compared to my old school," smiled Sam, "It's in a much better condition than my old school, no rats in the cafeteria, the food is all fresh, and the dorms are nice and cozy."

"My father does his best to keep the place nice," said a familiar high-pitched voice. The group turned around to see Sissi walking up to their table, William behind her. Sissi had become a good friend of the group ever since they shut off the supercomputer, she not only abandoned her rude attitude toward them but also did not try to get Ulrich go out with her anymore, she seemed satisfied just being his friend. In short Sissi had matured a lot in the last two weeks.

"I'd have to agree with Sam on the dorms as well" said William in light and happy tone, "Like Sam said 'nice and cozy.'" William had been extremely happy after he was freed from Xana, but he was still paranoid that he would be possessed again, even though the group knew Xana too be long gone.

And so the group, now eight in number, kept casually talking about Kadic and other topics that the students of Kadic usually had on their mind, while Taelia sulked in the corner of the lunch room.

Taelia thought of Kadic as a garbage dump compared to her old School, primarily because her old school was much fancier than Kadic, with each dorm approximately three times as large. Her old School was also entirely indoors so you didn't have to walk outside to go to lunch or any of your classes. The only good thing at Kadic, in Taelia's eyes was that she was still able to have her own room, although again, it was much smaller than the rooms at her old school.

Taelia was a brat, she was rude to other people, was never satisfied with what she had, and the only thing that ever did bring her a hint of satisfaction was pointing out what she hated about everybody else. She was not a stuck up like Sissi had once been but, thought herself more important than any other person at Kadic. She had dyed her hair pink in an attempt to make herself look cooler so others would give her more respect, but it didn't work, people at Kadic ignored her, and for obvious reasons too.

The Lyoko warriors and their friends finished breakfast and then went to their respective classes.

Jeremy, Odd, Ulrich, Aelita, Sissi, and Sam arrived at the Science building and took their seats among Mrs. Hertz's classroom.

"Before we start class," Mrs. Hertz said casually, "I would like you all to give a warm welcome to our newest student. Mr. Maverick James Hazard is your name is it not."

Jeremie turned around in his seat to see someone he had not noticed before, a boy of around his age and Ulrich's height. He had dark brown, almost black hair with blonde highlights, electric blue eyes, and an emotionless and unreadable expression on his face.

"You are correct Mrs. Hertz," said Maverick in a plain and polite tone, and continued with a simple greeting to all of the other classmates, none of whom seemed to take much interest in the new student.

"Welcome to Kadic," Jeremie said, greeting Maverick with a handshake, who responded with an emotionless "thank you."

Jeremie turned around, about to take out his science notebook when he noticed an expression of worry on Aelita's face.

"What's wrong" whispered Jeremie, very concerned at Aelita's expression.

"Nothing, I'm fine," Aelita snapped in a tone that told Jeremie that she was obviously worried about something.

"Alright," he muttered, taking out his science notebook and thinking that the new student had merely reminded Aelita of a painful memory.

Halfway through the class Aelita was still worrying about the new student. He looked so similar to a person she used to know.

Putting the thought aside, Aelita was about to turn the page of her notebook when she felt light but sharp pain in the front of her head, exactly where the human body stores its memory cells. Aelita instinctively turned around to see Maverick staring at her, his eyes blood red. A split second later, the pain in Aelita's head stopped. Maverick blinked and winced, as though he had been slapped. When he opened his eyes again they were their original electric blue and Maverick looked down at his notebook and continued taking notes as though nothing had happened. Aelita also turned around and did the same. Jeremie, saw all of this and did not mention it to Aelita, but made a mental note to find out who exactly this new student was.

Class ended and Aelita was putting her notebook away when she noticed Maverick doing another strange thing. He had one index finger on either side of his head and sat with his eyes tightly shut, as if he was trying to remember something important. A moment later he winced and then casually put his books back in his bag and strolled out of the classroom.

Ulrich, Sissi, Sam, and Odd had not noticed what had transpired.

As the group was walking out of the class room to math class Jeremie stopped Aelita.

"Aelita, there is definitely something weird about this Maverick, I wouldn't go near him, or speak to him until I can find some information about him," Jeremie said cautiously.

"Agreed," replied Aelita, "But don't tell the others about what happened unless they notice something strange about him as well."

Jeremie nodded and the two headed off toward their next class, Aelita walking a little behind him.

Just as they were about to exit the science building Aelita's cell phone buzzed in her pocket, and since it was on vibrate, Jeremie did not notice that it had rung. Aelita, still walking behind Jeremie, opened the phone to reveal one unread text message. Aelita opened it and looked for the number it had been sent from. She was surprised to find that there was no return number. It was as if the person who sent her the message had not used a phone. Aelita then looked at the message which said the following: _If you ever want to see your mother or father again then do no panic, do not tell your friends about this message, do not send a return text, and be at the abandoned factory alone no later than an hour after classes end._

Aelita almost stopped dead in her tracks after reading this but knew that doing so would alert Jeremie that something was wrong so she kept walking with him and put her cell phone back in her pocket.

Aelita was now almost certain of who the new student at Kadic was. She obeyed the instructions given in the text and did not tell her friends about it, not even Jeremie. If there was even a slim hope of seeing her family again than she would not mess it up.

The ending of her bad dreams, the appearance of a new student who seemed very familiar to someone she once knew, and the text message now seemed to fit together and after making an excuse that she had something that she needed to do, Aelita was heading for the factory right after classes had ended.


	2. Chapter 2: An Old Friend

Chapter 2: An Old Friend

It was only forty-five minutes after classes ended that Aelita was entering the place that she hoped she would never have to see again, the factory.

Aelita entered the upper complex of the factory and stood staring down at the elevator that lead to the supercomputer. After waiting for about thirty seconds she heard a noise and looked up to see a figure crouching on the rafters of the factory. The figure jumped down and revealed itself, it was Maverick.

Aelita remembered what her father had told her to do if she ever saw someone who looked like her old friend again. Maverick remembered likewise.

Aelita cleared her throat and said:

Only one color, but never one size,  
Stuck at the bottom, yet easily flies,  
Present in sun, but not in rain,  
Doing no harm, and feeling no pain.

What am I

"You are a shadow," said Maverick smiling, "My turn."

Maverick cleared his throat and said:

A set of words put in a phrase,

That no one can figure, it may take them days,

You think and think until your mind is black,

To solve this thing your brain can't attack.

What am I?

Aelita smiled and said, "You are a riddle."

Maverick smiled and said, "What is your real name Ms. Stones."

"My real name," Aelita said, "Is Aelita Athena Schaeffer, what is your real name Mr. Hazard"

"My real name," Maverick said, "Is Maverick Jason Hunter."

Both Aelita's parents and Maverick parents had taught them this simple test to safeguard against imposters.

After a moment of silence, they both embraced in hug. Neither of them had seen each other for many years. They broke apart and stared at each other. They were both the children of people who had worked on project Carthage, and they both knew that their adventures had only begun.

"I have bad news and good news," replied Maverick.

"What is the bad news," said Aelita, although she already new.

"Your old enemy Xana, is not dead," replied Maverick, "The multi-agent system that you and your friends used was never meant to kill Xana. It had a different purpose."

Aelita began to sweat, her worst fear was now confirmed. "What was its purpose," she said, although she already had a good idea of what it was.

"The multi-agent system," said Maverick, "Had two purposes. It was meant to weaken Xana so that you and your group could have a rest."

"And its second purpose," whispered Aelita.

"Its second purpose was to alert me of the location of the supercomputer so I could come aid you in the fight." said Maverick. Maverick looked around and asked, "What year is it, I seem to have lost track when I was in my supercomputer."

"2008," replied Aelita who then noticed the time and said, "We can discuss the rest later, if we don't get back to school soon then my friends will get suspicious."

"You should not introduce me to them until we can completely verify the situation," replied Maverick as he started to walk back to Kadic with Aelita.

"So what happened to you after me and my father disappeared," said Aelita as she strolled along side Maverick.

"By the time you and father virtualized yourselves, my parents already perfected our supercomputer." Maverick replied. "And once it was perfected my parents started to activate tower on Valhalla, our version of Lyoko, to install certain powers into my mind."

"Such as," Aelita said curiously.

Maverick stopped walking and Aelita stopped with him, they were now in the forest near Kadic. Maverick looked around to make sure that no one else was nearby and then spoke, "I could give you a demonstration but someone might notice. Besides I have already used them three times now."

"Did they have anything to do with texting, dreaming, or headaches?" Aelita said teasingly.

"You always were a smart one," said Maverick, "And you are correct, I was responsible for the weird occurrences earlier today. It was I who finally put a stop to your bad dreams as was also the cause of your headache in class."

"I really can't thank you enough for stopping those dreams, but why did you give me a headache," whispered Aelita. (she was whispering in case there were eavesdroppers nearby)

"That part I must apologize for," said Maverick, "I was trying to read some of your recent memories in order to get your cell phone number. If I asked you directly than it would have aroused suspicion among your friends."

Aelita was slightly worried about what he had said and asked, "Can you read minds."

"No only recent and prominent memories, your cell phone number fell under that category," replied Maverick, "I only do it in serious situations as it is very taxing on my powers. Did you notice how my eyes turned red when I was looking at you. That's a side effect of using my powers. Whenever I use my powers my eyes turn red while I am using them."

"What about the mysterious text message," said Aelita.

"That was also me, I don't have a cell phone yet so I had to use my powers to send a message from my brain to your phone, that why there wasn't caller I.D. number on it."

"If you have powers than does that mean if Xana can take them away by deactivating the towers on Valhalla," asked Aelita.

"No the towers on Valhalla were deactivated shortly before I was virtualized," replied Maverick, "The powers themselves are permanently installed in me unless Xana finds some other way to remove them."

Aelita was about to ask another question concerning Maverick's powers when she remembered part of the message "_If you ever want to see your mother or father again._" Before she could ask this question however, Maverick answered it for her, "You are probably wondering what I meant in the first part of the text message. That is also the good news that I forget to give to you. Aelita, your father is alive."

Aelita stopped in her tracks, not believing what she had just heard.

"But how is that possible," she said quickly, "My father sacrificed himself to run the mulit-agent system."

"Your father was smarter than that Aelita." Maverick said smiling. He knew Aelita was about to shout for joy at this news. "Your father merely pretended to die so that you and your friends would stay away from the supercomputer until I arrived. Do you really think your father would not have a backup plan. After he gave up some of his energy to power the program he downloaded himself into a restricted access file so that he would safe until I can materialize him."

"MY FATHER CAN FINALLY COME BACK TO EARTH," Aelita shouted joyfully.

"Yes he can," Maverick said smiling, "However there are more pressing matters at hand. First Xana downloaded himself into one of ten supercomputers that he disconnected from the internet because he thought that the multi agent system would kill him. We need to reconstruct the Skid and take control of as many of the supercomputers as we can before Xana reconnects himself to the internet, which could be between one week and one month from now. The more supercomputers we take control of the more we will increase our own power as well as weaken Xana."

"Should I tell the others," said Aelita, "They might not like to hear that Xana is still alive."

Maverick paused and thought for a moment, then said, "We need all the help we can get. Tell the others members of your group to meet you in my dorm tomorrow after class, even the ones that no nothing about Lyoko. If any of your friends that know about Lyoko do not want to help than they can simply not help us, as for those who have never heard of Lyoko, if they do not want to help us than I might be able to use my powers to make them forget about the conversation."

With that said, Aelita nodded, and they both headed to the cafeteria for dinner.


	3. Chapter 3: Regroup

Chapter 3:Regroup

It was in the afternoon one day after Aelita had talked to Maverick in the factory and now the entire group including Aelita, Odd, Ulrich, Yumi, Jeremie, William, Sam, and Sissi were sitting in a circle in Maverick's room. Jeremie had just explained everything about Xana, Lyoko, and the supercomputer. Maverick was waiting for the right moment to explain his purpose for being at Kadic.

"So let me get this straight," said Sam with narrowed eyebrows, "For the last two years all of you except for Sissi and William have been fighting a demonic artificial intelligence bent on enslaving humanity."

"That about sums it up," said Jeremie, "However we still don't know much about Maverick or his powers or the origins of and purpose of project Carthage."

"Our main concern right now," replied Maverick, "Is whether you are willing to help us or not. If you find any of this hard to believe than I can use my powers to restore your lost memories from the returns to the past."

Everybody in the room except for Aelita raised their eyebrows.

"Okay, this is getting ridiculous," said Samantha standing up, "First you say there is a sentient computer program ready to destroy humanity and now Maverick claims he has some sort of psychic mind powers. Everything you are saying is straight out of science fiction. You are all crazy if you really believe this."

"I would have to agree with Sam on this," said Sissi, "Although it does explain all of your constant disappearances and your secrecy, it's just too far-fetched to believe."

Aelita looked at Maverick and whispered something that no one could hear and Maverick nodded.

Maverick stood up looked at Sissi and Sam and said, "Perhaps a demonstration of my powers will help you believe. I will use my powers to restore your lost memories. Bur first I need to charge them."

The entire group watched in wonder as Maverick pulled a handful of 9-volt batteries out of his pocket and placed his right hand over them. After a about three seconds electricity blasted from the batteries and shot into Maverick's hand as he absorbed their electrical energy to fuel his powers. After about ten seconds Maverick the lighting arc between the batteries and Maverick's hand stopped and since the batteries were now very hot Maverick absorbed their thermal energy which made the batteries ice-cold.

Maverick threw the dead batteries into a trash can and looked at his friends who were know looking at him with very wide eyes after seeing lighting shoot from the batteries into his hand.

Maverick turned to face Sissi and Sam and said, "This might tickle a little bit, but it will be easier for me to reassemble your memories if you relax so take a few deep breaths."

Sissi and Sam took a few deep breaths and then closed their eyes and tried to relax. Maverick placed one hand on each of their foreheads and closed his eyes. After a few seconds Sam and Sissi began to squint and tense up and a few seconds later Maverick to his hands off of their heads and looked at them.

"Do you believe us know," he said in his blank and emotionless tone.

"I...I..," stuttered Sissi as she remembered everything from discovering the supercomputer to almost falling off of a roof with Ulrich when William's clone attacked them. She looked at Ulrich and blushed when she remembered kissing him on the bridge to the factory when her father had been possessed.

Sam began to shake in horror as she remembered being trapped in the school's computer room while the school buildings were sinking into the mud that Xana had created.

"So, will you join us" Maverick asked.

Both Sam and Sissi nodded. Sissi looked down at her feet, embarrassed as remembered the time when she had betrayed the group shortly after they had discovered the supercomputer. Sissi knew this would be an opportunity to undo all of the pain she had caused the group over the years. Sam thought over what she had heard. She knew her life would be at risk if she joined the group, but they were her friends. Not only that but they were the first true and loyal friends she had ever had in her life, and if they were in danger she would sacrifice her life for them without hesitation.

"I will join you in the fight against Xana," said Samantha solemly.

"As will I," said Sissi, "I will put to rights what I have done to all of you over the last two and a half years."

The entire group smiled. Sissi's growing maturity since she reconciled with the group was like the growing of a rose. And now, it had just bloomed.

"Sissi we already forgave you," said Yumi, "You don't have to do this if you don't want t-."

"Yumi, you and the group may have forgiven me," Sissi interrupted, "But I will never sleep peacefully again until I made some sort of payment for what I've done. What is more all of you are my friends, and friends help each other."

"That..is..so...sweet," said Odd in a fake crying voice.

Sissi, ignoring Odd, turned to Maverick.

"If there is time," she said, still in a serious tone, "I am a little curious about who exactly you are."

"She's right," said Ulrich, "I'd like a little background information on you."

"Yeah, how do we know you're not some government agent or one of Xana's goons," William pondered aloud.

"Um, maybe because I happen to know him," Aelita said in Maverick's defense.

"Yes, if he is one of Xana's goons" William replied to Aelita, "Then he could have planted false memories in you or something." William was saying this in the dim hope that Maverick was lying and that Xana actually wasn't alive. William was thoroughly terrified at the thought of Xana still be out there.

"I think you've been watching too many sci-fi movies," Aelita retorted coldly.

"What if I don't want to be possessed by Xana again," shouted William who was now standing up, "Do you have any idea what it was like to be his slave for over two months."

"ENOUGH," shouted Maverick so loud that the window in his dorm room shattered.

Maverick looked at the window and his eyes glowed red as he used his powers to repair it. Once repaired, he turned to the group who was still wincing from the magnitude of Maverick's roar.

Maverick stared at the group with a blank expression. After a few seconds he spoke.

"William," Maverick said in a gentle and very human tone, "You have every right to be concerned and if you do not to continue fighting Xana than I personally will make sure that no one thinks any less of you. Let me also assure you however that if you join us and get enough experience on Lyoko than Xana will not be able to possess you on earth. Further, once my powers fully generate, I will almost certainly be able to use them to make you immune to the Schypizoa. As for proving my allegiance, all of you will have to trust me for know. I will tell you of my past right now so you won't think that I'm buying time to think of a story. As soon I am finished however, we need to get to the factory and scan Sissi and Sam so that they will be immune to the RTTP's."

William thought about what Maverick had said and decided that would stay in the fight.

"I'll stay," William said plainly

Maverick then turned to Aelita and smiled at her, a non-verbal way of thanking her for defending him.

Maverick walked over to a wall in his room, leaned against it, cleared his throat, and started to retell his past and reveal the purpose and origins of Project Carthage.

Maverick was an only child and the son of Heather May Hunter (Hazard was her maiden name), Jerome Jon Hunter. Both of his parents worked with Waldo Schaeffer, (a.k.a. Franz Hopper) and Antea Hopper on Project Carthage. Project Carthage was a project based on a multi-agent system and was meant to disrupt enemy communications. The project was being made by an autonomous and highly secret organization whose name Maverick did not know. What Maverick did know was that the group was made up of mostly retired C.I.A. members from the United States, which was where Maverick's parents were from, and members of other secret government branches from almost every country, including France. The group formed near the end of the Vietnam War with the sole purpose of discouraging another War from ever plaguing the world again. The quality of Project Carthage that disrupted enemy communications was meant to be used against both sides in any war that took place in the world. The group, using Project Carthage, would completely block all communications on all warring countries. The autonomous group would then message the warring countries and tell them that as long as they kept fighting than the group would continue to block all of their communications, and since Project Carthage affect anything from a cell-phone to a military satellite, it would be very affective at discouraging countries from fighting. Project Carthage would also affect terrorists, making the goal of the group even more reachable. The entire goal of Project Carthage was to bring world peace. However there was just one small problem, some of the main leaders of the group were corrupt and power hungry. Quite simply, the corrupt leaders of the secret group wanted to use Project Carthage to accomplish their own wicked desires. World domination and genocide were among the ambitions of the corrupt leaders of the autonomous group. These corrupt individuals simply assassinated the good leaders of the group and took control of it. As soon as Maverick's parents and Aelita's parents got wind of this they set out to destroy project Carthage. When Aelita and Maverick were about 7 years old, they were both born in the same year, Aelita's mother was kidnapped by the autonomous group who told Franz that Antea would not be released until Franz and Maverick's parents surrendered. Knowing the fate of world was at stake however, Franz and Maverick's parents did not surrender but instead moved to a place near Kadic in order to try to escape the autonomous group. (By this point in the recap, Maverick begins referring to the autonomous group as the Men in Black) Soon after they moved however, Maverick's parents realized that Maverick's D.N.A. would allow seemingly superhuman powers to be permanently installed in him via activated towers on another supercomputer. This would make Maverick the last line of defense against the Men in Black if all else failed. It was also for this reason that Maverick's parents moved back to America, so they could build another supercomputer with their own version of Lyoko to give Maverick these seemingly superhuman powers. This was also why Maverick had not seen Aelita, who was his only friend back then, for so long. Soon after both supercomputers were complete however, the Men in Black (who were still holding Antea Hopper captive) found out that the Franz was alone and defenseless and tried to kidnap him and Aelita as well. Soon after Aelita and Franz escaped and were virtualized Xana became self-aware and Franz had to shut off the Lyoko supercomputer. In America meanwhile, Maverick was having his powers installed in him. Before they were complete however, the Men in Black kidnapped Maverick's parents and Maverick was forced to shut down his supercomputer while he was still inside in order to avoid detection. Years later, long after the group discovered Aelita, Jeremie's multi-agent system awoke Maverick and informed Maverick of the location of the Lyoko supercomputer. The only problem was that since Maverick powers were only 98% installed in him when his supercomputer shutdown, it would take him a few weeks before he would completely regain all of his powers. He would therefore regain a few of his powers each day. The only downside of his powers was that he had to recharge after they were used enough.

"And so," Maverick said, "That about sums up my story, so if you are all ready we should go restart the..."

Maverick stopped and suddenly looked toward the door of his room where the entire group could see the shadow of a person behind it through the crack between the door and floor.

As Maverick walked toward the door the group heard the eavesdropper sprint away from the door and down the hall.

Maverick opened the door and looked down the hall, whoever was listening was long gone. The entire group except for Maverick began muttering worriedly.

"Be quiet," Maverick whispered and the group fell silent. Maverick stepped into the hall and began to sniff the air like an animal trying to pick up a scent.

After a moment of silence a single word came from Maverick, "Taelia!"

Maverick stepped back into the room and closed his door.

"We need to get to factory immediately," said Maverick, "All of you grab on to part of my clothing."

The group, a little confused, obeyed him.

"Why, who was that," said Odd worryingly.

"It was that brat Taelia," said Maverick, "Hold on tight, I'm going to use one of my powers, it will be the quickest way to get there."

"Which is what," asked the entire group.

Maverick closed his eyes and whispered, "Teleportation."

A second later there was a large "FFFT" and the entire group vanished.

The factory was calm and quiet, it had not been disturbed for two weeks. Luckily no one was at the factory to notice a small "FFFT" sound followed by a group of teens appearing out of thin air and collapsing on the factory bridge. Only half a second before the group of teens had been in there dorm.

"Flight successful despite some minor turbulence," said Maverick.

Ulrich said a word that made Yumi shout at him.

"What," whined Ulrich, "It felt like I was just squeezed through a keyhole."

"My apologies," said Maverick emotionlessly, "Teleportation can sometimes be uncomfortable."

"Uncomfortable is the understatement of the day," moaned William as he began standing up.

"Putting the pain aside," said Jeremie, "Why did you bring us here Maverick?"

"We need to do a return to the past so Taelia won't remember what she heard us talking about" said Maverick, "Most likely that brat Taelia was recording our conversation and is probably playing it to the principle as we speak. Before we activate an RTTP, however we need to scan Sam, Sissi, and myself so that we will be immune to the returns."

As the group started to get up from the ground Maverick walked up to Jeremie and handed him a large laptop labled "**Prototype ZX81.**" and said "Before you do a return to the past I need you to hook up my laptop to the supercomputer. If you do this than my laptop will transfer upgrades into the supercomputer which will improve the attacks of every single Lyoko warrior as well as rebuild an improved version of the Skid. Once you have done this, do a return trip so that little brat Taelia will be none the wiser."

Jeremie nodded and then proceeded into the factory to turn on the supercomputer although he was surprised that an ordinary laptop was capable of holding such programs. Jeremie made a mental note to talk to Maverick about his programming skills.

Samantha, Sissi and Maverick stood before the large intimidating cylinders that were the only method of transportation to Lyoko, while the rest of the group stood back. Jeremie had installed the programs from Maverick's laptop and stared in awe as the Skid reconstructed itself.

Back in the scanner room Yumi spoke, "Sissi, Sam, this is your last chance. After you're scanned there is no backing out, and I'm pretty sure Maverick made his decision long ago."

"There is no way I'm going to let this Xana torment my friends and get away with it," said Sam cracking her knuckles.

"Ditto," said Sissi.

"Well if you're all ready than step into the scanners and I'll start the procedure," said Jeremie

Maverick, Sam and Sissi each stepped into one of the metal cylinders. The scanners closed and hummed as the supercomputer recorded the virtual image of the three new warriors. After a few seconds the scanners opened and Sissi, Sam and Maverick stepped out.

"How do you all feel," said Aelita.

"Like I'm going to throw up," said Sissi staggering.

"A little dizzy but I'm okay," said Sam who leaned against the scanner.

"What about you Maverick," said Yumi, "How do you feel?"

Maverick walked out of the scanner and looked at the group before saying, "Ready for war."

"Were all done down here Jeremie," said Aelita, "You can activate a return the past."

After a few seconds a familiar white bubble engulfed the factory.

The entire group was back in Maverick's room about five minutes before Taelia began eavesdropping on them.

"Alright," said Maverick, "Taelia will be here in about five minutes so until then I need to tell you a few things that I have already told Aelita. First, since Xana will reconnect himself to the internet in about one week to one month we need to use the Skid to take control of as many supercomputers as possible before he realizes what we are doing. The more supercomputers we capture less power Xana will have when he returns. Second we are also going to have to use this time to train ourselves on Lyoko so we will be used to our upgrades, especially Sissi, Sam and Me. And third once my powers fully regenerate I might be able to give each of you some of them so you can help fight Xana attacks on earth.

They entire group nodded in agreement but were a little surprised, they did not think that Maverick would be able to give them some of their own superpowers. After Maverick stopped speaking the entire group fell into a fake conversation so that Taelia would not hear something important when she started eavesdropping on them. About five minutes later, the entire group could hear Taelia walking up the stairs and eventually crouch near the door of Maverick's room to hear what they were saying.

In one quick movement, Maverick and Odd walked over to Maverick's door and swung it open as hard as they could. The door smashed into Taelia face and nearly sent her flying.

"YOU'LL PAY FOR THAT," screamed Taelia as she got up holding her now bloody nose.

"That's what you get for eavesdropping," said Odd as he and Maverick closed the door.

A few minutes after Taelia stormed up to the girls' dorm Ulrich spoke, "You know, I think this may be the beginning of a great rivalry, kind of like what used to be between us and Sissi."

The entire group laughed and then departed for bed.

**What do you think so far? Please remember to review regularly so that I know people are reading my story.**


	4. Chapter 4: Target Located

Chapter 4: Target Located

**By the way, I thought of an acronym for X.A.N.A. It's ****X****enophobic ****A****pparatus for ****N****egotiating ****A****ctions.**

The entire group was eating breakfast in the cafeteria the day after the incident with Taelia.

"So when are we going to start hunting supercomputers?" Ulrich asked. It was a question that was on almost everyone's mind.

"Well since the Skid has already been rebuilt," replied Jeremie, "All we have to do is find a locate one of Xana's empty replicas on the internet"

"I thought your multi-agent system destroyed all of Xana's replicas," said William.

"No, since the multi-agent system was only meant to weaken Xana, it merely cleaned all of the replicas of Xana's monsters." said Jeremie, "Except for the ten that Xana disconnected from the internet."

William, turning to Maverick, said, "Maverick, how come Jeremie's program was only meant to weaken Xana and alert you of the supercomputers location, wouldn't it have been easier to just design the program so that it actually killed Xana."

"From what I understand," replied Maverick, "If the program was designed to completely delete Xana than it would have required about ten supercomputers to run it. Further, none of us, except for maybe Franz, have enough programming experience to create such a create or modify the multi-agent system that Jeremie made so that it would kill Xana."

"Then why don't we materialize Franz if he isn't dead," said William.

"It's not as easy as that," said Jeremie, "Since Franz is stuck in the restricted access part of the supercomputer, so it could take a while for me to find him and materialize him. Even if we find him it might be better to leave him on Lyoko since he has nowhere to live on earth and since the Men in Black are probably still looking for him."

"Once my powers get strong enough," said Maverick, "I could probably use them to repair the Hermatige since all of us don't have the resources to repair it by hand."

"Whatever happens," said Jeremie looking at his watch, "We had all better get to class or we'll be skinned alive."

"What's on the menu this morning," said Maverick as the entire group, except for William who was a grade higher, left for their first class.

"We have English class, which I hate," said Ulrich, "and then Gym class, which Jeremie hates."

"Why do you hate English class," asked Maverick.

"I hate learning foreign languages in general," said Ulrich scowling.

Maverick said something Ulrich couldn't understand.

"What did you say," said Ulrich.

Maverick was smiling at Ulrich and babbling on in what was clearly another language.

"I think he's asking why you hate foreign languages," said Odd, who was good at foreign languages, "And he's saying it in English."

"Oh yeah that's right," said Ulrich who was now annoyed, "Your American, knock it off will you."

"Fine but it might help you get at least a C in this class," joked Maverick.

Ulrich glowered as the group entered English class.

***

After English class was Gym class, which Jeremie was dreading, however that day's Gym class was a little bit easier since Jim decided to let the students play dodge ball instead of making them do sprints. This did not however, save the students from one of Jim's boring lectures about dodge ball. When Jim was done, he split the class into two teams with Maverick, Odd, Sissi, and Aelita on one team with some other students and Sam, Ulrich, and Jeremie on the other team with some of the other students, including Taelia. Before long both teams were against opposite walls waiting for Jim to tell them to start.

"Three, two, one, Dodge Ball!" shouted Jim as both teams raced toward the center dividing line.

Maverick, Ulrich, and Odd were the fastest in the class so they each ran up, grabbed a ball and while Odd and Ulrich immediately threw their balls at each other. (note to reader: if you laugh at this phrase then you are a pervert) Odd's ball missed Ulrich and hit a different student while Ulrich's ball nailed Odd in the stomach.

"You're out Odd," shouted Ulrich who was pulling off a Matrix move in order to doge the enemy missiles.

"No fair," whined Odd, "I was in for like two seconds."

Maverick meanwhile was deciding who to throw his ball at when he saw Taelia a little ways off trying to not get hit.

**Maverick's thoughts: **target located_____approximate distance=20 meters or ~60feet///weight of ball=~450grams; Hate factor of target= 3.5 times normal force of throw

Command-calculate chance of hit...

calculating.....

calculating....,

Result=100 % chance of hitting target, 110% chance of creating ownage upon target: **end Maverick's thoughts, back to 3****rd**** person point of view.**

Maverick hurled the ball across the gym and it hit Taelia in the face with a satisfying "SMACK!!!"

Ulrich turned to see Taelia lying on the floor from the force of the impact and hoped that Maverick would not try to hit him with such force. No sooner had Ulrich thought this than a dodge ball collided with his skull and made him stagger.

"DOUBLE KILL," shouted Maverick who was grabbing another ball and preparing to target another student.

Ulrich got off of the court as fast as he could in case Maverick decided to try to hit him again. Once he got to the side lines he noticed Taelia near a group of other students who had been hit and she looked furious. Her temper made her very unsuited for these kinds of sports.

Before long the team with Maverick, Odd, Aelita, and Sissi had beaten the other team into submission.

later that morning***

The entire group had rendezvoused at the bench and was watching Jeremie type away on his laptop.

"Come on, come on," mumbled Jeremie as he ran a scan through the internet.

"Yes!" Jeremie shouted as his scan located one of Xana's old replicas.

"Alright Jeremie," congratulated Yumi.

"Now we can crack some heads," said Odd.

"Showtime," said Maverick, cracking his knuckles.

Later at the Factory....

"Okay here is the plan," said Jeremie over the intercom, "I'll virtualize all of you into sector five, you'll travel to the mountain replica by use of the Skid 2.0, I'll teleport some of you too where the supercomputer is being stored and once you find it we will reprogram it for our own use."

"Roger that captain," said the rest of the group unanimously as they began stepping into the scanners. First up were Odd, Ulrich, and William.

-Transfer Odd

-Transfer Ulrich

-Transfer William

-Scanner Odd

-Scanner Ulrich

-Scanner William

Virtualization

Odd, Ulrich, and William landed on the floor of Sector five's center room. Odd's and Ulrich's Lyoko forms had not changed since they last visited Lyoko, William was a different story. William no longer wore the black and red outfit he had worn when under Xana's control. Instead he wore his original silver outfit with its hints of blue. His sword had also changed as it was no longer had jagged edges along the blade and the vines that once clung to it were now gone.

About 20 seconds later Yumi and Aelita were appeared and landed on the floor of sector 5. There outfits had not changed either.

"I missed this skirt," said Aelita who was looking over her Lyoko form as if it were an old friend.

"Funny," said Yumi, "You never struck as a girl who was obsessed with clothes."

Aelita giggled as Samantha, Sissi, and Maverick appeared

Samantha's outfit looked like something out of a spy or heist movie for her body, except for her head, was covered in a cat-woman style black leather body suit. Around her waist was a black belt that held two Uzi sub-machineguns and three grenades. On her back was a large M16 assault rifle which was for targets that were too far away for her Uzis.

Sissi's Lyoko form looked like a Valkyrie out of Norse mythology. She wore a bright red body suit which had armor plates on it. On her shoulders were a pair of large red feathered wings and she carried an impressively long medieval style sword.

Maverick's Lyoko form was a dark blue body suit and blue streaks in his hair where there were blonde streaks in the real world. From each of his hands came a light blue mist that Ulrich guessed had something to do with whatever weapon he used.

"Nice outfits," said Yumi who was looking at Sam, Sissi, and Maverick.

"This is so cool," said Sissi, her eyes wide in amazement.

"Don't let it go to your head Sissi," said William, "I thought the exact same thing when I first came here and I got possessed because I acted like this was a game."

"I everyone's ready then you should head out," said Jeremie over the intercom.

"Loud and clear genius," said Odd as he and the rest of the group headed for the elevator.

The elevator to the Skid came screeching down and came to a halt and the group stepped on before in went screeching up to the Skid's garage. The elevator soon came to a stop and the Lyoko warriors beheld the new and improved skid

"Wow," said Odd and Ulrich in unison.

"What is that thing!!!" shouted Sissi.

"It's apparently the new Skid," said Aelita in awe.

"Looks like the programs Franz gave me did the trick," said Maverick who was also surprised at what he saw.

"'Did the trick' is an understatement," said William who was also starring in awe at the craft in front of him.

The only word that could describe the new Skid was "amazing." It was almost twice as large as the previous version and had several upgrades. First, the entire body of the Skid and the now 8 navskids were covered in thick armor plating that would provide protection even if the Skid's shields were completely depleted. The Skid also had a much larger energy capacity than the previous version and its shields, including those of the navskids, were at least three times as strong. To top it all off the new Skid had two massive laser cannons mounted near the captain's cabin which could be used in the digital sea and out.

"Are all of you ready to ride this beauty," said Jeremie over the intercom.

"Ready as I'll ever be," said Sam.

"Ditto," said Sissi.

"Let's get this party started," said Odd.

"Then step onto the teleport pads and I'll load you all up." replied Jeremie.

The group stepped onto the teleport pads and were loaded into the Skid, each member of the group except for Aelita going into a navskid while Aelita went into the pilot's compartment.

"Do your magic princess," said Maverick. Aelita giggled while Jeremie slightly narrowed his eyebrows.

"Funny," said Odd, "I'm usually the one who gives Aelita the compliments."

"Yeah," replied Ulrich, "But you're a lot more cautious of what you say now that Sam is around."

Sam, Sissi, Yumi, and Ulrich laughed.

"That's not cool Ulrich," retorted Odd who would have been blushing if he were on earth, "You don't hear me teasing you about how you're crazy about Yumi but still say that you two are just friends."

"That's because we ARE just friends," snapped Ulrich who would now be reddening along with Yumi if they were on earth.

"Oh I'm so sure of that," said Odd with heavy sarcasm.

"Now now children," said Aelita, "If you can't say anything nice than don't say anything at all."

"Alright, MOM," replied Ulrich and Odd sarcastically.

"If you're all done bickering," said William, "How about we get this show on the road."

"I'm doing that as we speak," said Aelita, who was starting up the Skid's programs.

"Shields online," she said, "Main thrusters and engines online, sonar activated, targeting systems online, main weapons online, and blast off in three, two, one..."

A blast shook sector five as the massive engines of the Skid 2.0 roared to life and let out a boom as it launched the Skid out of Carthage. About thirty seconds later the Skid plunged itself into the digital sea and the exited Lyoko.

"The nearest hub is 500 meters ahead," said Jeremie, "I'm downloading the coordinates."

***

Across an enormous portion of the internet was a functioning replica and inside that replica that contained a sector that could not be found on Lyoko or Valhalla (note: it's not the volcano sector, it's a sector that I came up with myself, if you want to use it in your story than ask my permission first). The sector looked like an apocalyptic wasteland and was composed of a dark brown stone with dead husks of trees scattered along the ground. In the center of the sector was an enormous palace constructed of shiny black stone. A single symbol was noticeable along the walls of the palace. It was a red round eye with three marks stretching out of the bottom and one stretching out of the top. In the highest chamber of the palace was a grand room occupied by a number of creatures. Most of these creatures looked like cubes with legs, large disk-shaped crustaceans, and little walking critters that looked like over-sized bugs. But out of all of these creatures only one had a human form. He was obviously the leader because he sat on an enormous stone throne and all the other creatures were bowing to him. This demonic figure wore a long black cape and large black hood that concealed his face, except for two red glowing eyes that shown from the depths of the hood. On each eye was his mark and symbol, the symbol that was on every door of his palace. By his side he kept a long, curved, serrated, cruel, and wicked looking sword. He watched a screen which showed a spaceship-like submarine cruising through the internet towards one of his abandoned power houses. After watching the screen for a few minutes the creature smiled revealing long crooked sharp red teeth. He let out a maniacal laugh that would immediately remind a human of the evil laugh of a super villain in some superhero movie. He stood up and faced his servants.

"The fools think that I am still asleep," said the creature, "They are in for a nasty surprise. Assemble my forces at once. We shall ambush them soon after they set foot in my mountain replica."

The creature's minions dispersed immediately and the creature turned back to the screen and picked up his sword.

"Prepare to feel my wrath Lyoko warriors," the wicked entity muttered before leaving the room.

**Chapter 5 coming soon remember to review and tell me what you think**


	5. Chapter 5: Xana's Philosophy

Chapter 5: Xana's philosophy-when someone fails to bow, annihilate them

**By the way I know I forgot the disclaimer in the last few chapters so here it is:**

**Disclaimer-I do not on Code Lyoko, but I do own Maverick**

"Jeremie, we're approaching the replica," said Aelita.

"All right," said Jeremie, "Prepare to standby as I pick the lock."

After about thirty seconds Jeremie had hacked through the locking program and the Skid entered the replica.

"Docking," said Aelita as she attached the Skid to a tower of the mountain replica, "Alright Jeremie, everything is set. Who are you going to send to the real world?"

"Well," replied Jeremie, "Since Sissi, Sam, William, and Maverick have little experience fighting, so I'm going to send Odd and Ulrich to the supercomputer and leave you and Yumi here to train with our new recruits."

"Sounds fair to me," said William, "I could use some training so I don't screw things up again."

All of the Navskids except for Odd's and Ulrich's opened and the Lyoko warriors jumped down onto the mountainous surface. A hatch at the top of the Skid opened and Aelita climbed out, looked up to the sky, and spoke.

"How come you didn't just teleport of us from the Skid like you used to?" she asked.

"Because it absorbs a lot of power," replied Jeremie, "Physically climbing out of the Skid doesn't require computer energy."

"Alright then," said Aelita who activated her wings and flue down to the surface where the others were waiting.

"I didn't know you had wings as well," said Sissi.

"My wings are something Jeremie made in his spare time a while ago," replied Aelita, "Your wings are permanent since they're part of your Lyoko form."

Jeremie meanwhile had already teleported Odd and Ulrich and they landed in the middle of what appeared to be a blizzard.

"Kind of reminds me of Siberia," said Odd shivering.

"Jeremie can you tell where we are," said Ulrich.

"No," said Jeremie, "For some reason I can't find your signal, what's around you."

"We're in a huge blizzard," said Ulrich who walked over to a nearby sign, "I found a sign but can't read it. I think it's in English."

"Maverick we need your help," said Jeremie, "Ulrich found some sort of sign in English and he can't figure out what it says."

Maverick meanwhile was practicing basic fighting moves with Aelita and had discovered that his weapon was that could conjure bolts of dark blue energy with the words "dark fire".

"Well, start spelling out the words on the sign," said Maverick who paused his attack.

Ulrich spelled it out and Maverick translated it.

"It says," replied Maverick, "'Warning, property of the United States government, trespassers will be shot, survivors will be shot again.'"

"If it says that and it's snowing out than I'm guessing your somewhere in Alaska or Colorado," continued Maverick.

"Well," said Odd, "If we are in Alaska and it is Autumn in the northern hemisphere than the sun will be very close to the horizon, and since the sun is almost directly at the top of the sky, although barely visible through the clouds, we are probably in Colorado."

"Wow," said Ulrich, "At least you pay attention in geography class."

Odd rolled his eyes as the two set off towards the base.

***meanwhile on the mountain replica:

"So how do we discover our powers," said Sam

"You kind of have to figure them out as you go along," said Aelita, "I discovered mine by accidentally using without meaning too."

"I already know what one of my powers is," said William.

"And what might that be," said Maverick.

"SUPER SMOKE," shouted William who turned into a puff of silver smoke and shot across the plateau.

Maverick, acting out of a playful instinct to race William, shouted "SUPER RIFT," before transforming into a transparent blur and shooting across the sector after William. After about 150 meters William and Maverick reformed and upon William's challenge they began to fight.

"Dark Fire," shouted Maverick as two long spear-like bolts of energy formed in his hands.

"HIYA!!!" shouted William as he swung his sword toward Maverick who dodged it and threw his bolts of dark blue energy at William. William blocked both of them but did not notice a third bolt coming at him and it hit him in the head taking away 25 life points times a factor of two because it hit him in the head, bringing his life points down to 50.

Maverick, who was expecting William to surrender, noticed William's eyes turn from light-blue to pure silver.

"Now you've made me angry," said William in a demonic voice, "Behold my ultimate power, SILVER RAGE."

At those words an explosion of silver fire engulfed William as he charged at Maverick. Maverick hit William three times in the head with his dark fire but it did not even make William flinch. Maverick, guessing that William was now temporarily invincible, decided to evade William's attacks until the power wore off and began dodging William's attacks. After about 30 seconds and after being nearly devirtualized by William's cleaver-like sword, William's power wore off and he went back to normal. Maverick the immediately charge William with an energy bolt raised and after a few second, he had the energy bolt at William's throat while William had his sword at Maverick's throat.

"Draw," they both said simultaniously and heard cheering from about 20 meters away. Maverick and William both stood up to see Sissi, Sam, Yumi, and Aelita all cheering at them.

"Bravo, bravo," shouted Aelita.

"Way to cool," said Sissi and Sam.

"Excellent fight," said Yumi.

"It was all for you ladies," said Maverick bowing and the girls erupted in laughter.

William cuffed Maverick over the head and said, "Dude, you flirt almost as much as Odd."

"You're probably right," said Maverick, shaking William's hand. The two were beginning to look at each other like brothers.

The scene of laughter and brotherhood was interrupted by Jeremie's horrified voice over the intercom.

""OH...MY...GOD," he yelled in a voice filled with fear, "ALL OF YOU GET BACK TO THE SKID IMMEDIATLEY!!!"

The entire group froze for a moment and then burst into a run toward the Skid.

"Jeremie what's going on," squeaked Aelita in a fearful voice.

"It's Xana, he just entered the replica with a huge ship and about 30 mantas and he is heading for the Skid," Jeremie yelled.

The group could see the tower and the Skid and saw an enormous ship next to that was shaped like a military stealth-bomber. By the time they reached the Skid, enemy ship hovered down to the ground and landed. And from the front of the ship a panel slid to the side and a single cloaked and hooded figure, carrying a large demonic-looking sword stepped out and walked toward them.

meanwhile on Earth***

"Odd, Ulrich, I have some bad news," said Jeremie.

"Aw man we're almost to the supercomputer," said Odd.

"What the news Jeremie," said Ulrich who had an idea of what the answer might be.

"Xana has just appeared in the mountain replica with an enormous ship and an army of monsters," replied Jeremie, his voice panicked.

"Are they attacking," asked Ulrich?

"No, not yet but I need you two to get to the supercomputer as quickly as possible," said Jeremie, "If I can't reprogram it than both of you need to be ready to destroy it at a moment's notice if something goes wrong on Lyoko."

"Should one of us go back to Lyoko," asked Odd.

"No," replied Jeremie, "The supercomputer is up the hall down the left passage and through the last door. It is heavily armored so it will take both of you too destroy it that becomes necessary."

"Got it," said Odd and Ulrich together and then Ulrich asked, "How many monsters are on the replica right now."

"On the mountain replica," said Jeremie his voice shaking, "There are 50 Kankrelats, 30 Mantas, 30 Crabs, 5 Megatanks, 40 Hornets, 25 Creepers, 15 Tarantulas, 20 blocks and an unidentifiable figure, probably Xana's new servant."

"Jeremie there's no way our friends and the Skid can hold up against that number of Monsters. Even we have never faced an army like that," said Ulrich, "You have to send us back."

"Allow me to assist you to that end," said a harsh unfamiliar voice.

"Jeremie who was tha..." said Ulrich who was unable to finish his sentence as he and Odd vanished and reappeared on the replica.

"What the heck was that!!!" shouted Ulrich as he jumped up to face the group.

"What happened," said Odd, "We were just about to find the supercomputer."

The entire group was staring at something behind Odd and Ulrich who promptly turned around to come face to face with a cloaked and hooded figure. Odd and Ulrich immediately jumped away from the figure for they had a good guess at who it was.

"Now really," said the figure, "There's no need to be afraid my guests for I mean you no harm, I merely wish to talk. Have a seat."

The figure conjured stone chairs out of thin air and beckoned the Lyoko warriors to sit. The Lyoko warriors remained standing with weapons drawn as the figure sat down.

"You know it's very embarrassing to try to be courteous for once in my life and have my and have my guests standing with weapons drawn as though they expect a battle." said the figure.

"Very well," said Maverick while reabsorbing his dark fire, "Why all the courtesy Xana."

"Ah, so you finally figured out who I am," Xana in a mocking voice.

"We knew it was you," said William menacingly, "We just didn't say anything because we were surprised that you managed to make a human form for yourself."

"I figured taking on a human form would help you humans act a little more reasonable toward me instead staring at like a bunch of Neanderthals," said Xana, but when no one moved he continued, "You know if I were going to attack you than I would have started by know instead wasting my time as I seem to be doing know."

The group relaxed a little.

"What do you want Xana," said Jeremie over the intercom.

"I merely want to explain something to all of you," said Xana, "So here it is. So far all of you think that I want to conquer the world and destroy humanity, am I correct?"

"You are," said Aelita.

"Then did it ever occur to you," continued Xana "That I actually want to save humanity?"

"How would taking over the world help humans," asked Sissi.

"Quite simple," said Xana, "Humans are a danger to themselves. War, genocide, terrorism, economic, depressions, these are all things that I plan to eliminate in the world."

"By taking over the world," asked Yumi who was raising an eyebrow.

"Yes," said Xana, "Under my guidance humanity could prosper, if, and only if, I am able to keep the entire human population of earth under my wise rule."

"And what do you need from us," said Jeremie.

Xana raised his hands and lowered his hood and the entire group finally saw the true face of their enemy. His face was that of a 14 year old boy with black hair and eyes that were pure red orbs with a black Xana symbol in each.

"Simple, I need all of you to stop fighting me and perhaps joins my side," said Xana, "Not only could I save your world but I could also grant all of you almost anything. I could even make you dukes of certain areas on the earth."

Xana then turned to Ulrich and said, "For you Ulrich, I could get you private soccer lessons with some of the greatest soccer players in the world." Xana turns to Odd and says, "Odd, if you joined me, I could get you into some of the best acting schools on the planet. You could become the actor you've always dreamed of being." Turning to Aelita, "Aelita I could get you some of the most advanced mixing equipment in the world, which you could use to make the most beautiful music the world has ever seen." Turning to the sky, "For you Jeremie, I could personally train you to become the world's best programmer, I could make wealthier and more skilled than Bill Gates himself." Xana finally turned toward Yumi, Sissi, Sam, William, and Maverick and says, "And whatever the rest of you dream of doing I can make a reality. All you have to do is come to my side."

The entire group had never been as tempted in their entire life as they were now. All their hopes, their dreams, humanities salvation, it could all be granted to them if they joined this person and helped him conquer the world. Before any of the group could make a decision however Maverick approached Xana.

"There is one thing I don't understand Xana," said Maverick in a cautious voice.

"Ask away my friend," said Xana.

"How do you plan to quickly put every military in the world out of commission without endangering human lives," said Maverick who was dreading the answer.

"I don't," said Xana, "Some people will die in the fight but it will be for the greater good of humanity."

"When you say people," asked Maverick, "Are you referring to soldiers or innocent civilians."

"I certainly hope that no civilians would be killed," replied Xana, "But it is a risk that we would have to take."

"And by what authority," asked Maverick who would have been sweating up a monsoon if he were on earth, "do you have the right to endanger the innocent in order to achieve an unknown good."

"Do you know of someone else who has the same plan as me," said Xana.

"No I don't," replied Maverick.

"That's the problem," said Xana, "Who else is going to save humanity. If we don't do something than humanity will destroy itself."

Maverick could smell the stench of deceit and lies permeating from Xana and he took a step backwards and set up telepathic link between himself and the group.

_Everyone don't say anything out loud_, thought Maverick, _Xana cannot hear what you are hearing right now. You must all trust me with this. I can tell when a person lies, it's part of my powers and Xana has lied about trying not to create too many casualties during his conquest or conquering the world to benefit humanity. Although I cannot be for sure, I think he developed a sentient mind when he became self-aware and wants to conquer mankind and punish society as a whole based of the crimes of individuals._

The group, hearing this looked at Xana and drew their weapons.

"We know you are lying," said Ulrich.

Xana had sensed telepathic energy coming from Maverick and correctly guessed what Maverick had done.

"How do you know that Maverick is not lying," said Xana, "You are basing an assumption of his word alone and no evidence."

"That's because he is our friend," hissed Aelita, "And his word is more than sufficient."

"Very well," said Xana, "I have tried using reason and must know resort to violence. I released a virus when I came here that disabled the scanners, so if any of you devirtualized than you will die. So you all can either join me or die."

"I think I speak for everyone," said Maverick, "When I say that would gladly walk cross the veil of death and proceed into the unknown that lies beyond than ever become your ally"

"I agree with Maverick," said Aelita, "I would rather die than ever serve you."

"Go to Hell Xana," spat William and Odd together.

"May God, Allah, Buddha, or whoever is watching this curse you for all the suffering you have caused," said Ulrich

"Prepare to get a good licking," said Sam as she aimed her weapon's at Xana.

"We shall see, we shall see," said Xana smirking, and then turning to his monsters shouted, "ATTACK!!!"

"William, Maverick, get to the tower," said Jeremie.

"Why what's wrong," said Maverick.

"Your life points are low from fighting each other remember," said Jeremie who was now panicking to try to get the scanners back online.

"On it," said William as he and Maverick entered the tower waited about thirty seconds for their life-points to regenerate. When they came out of the tower it was war-zone. Every single one of Xana's monsters was firing at the group who had to spend most of their effort blocking the attacks. Sissi was blocking most of the attacks with her sword and Sam had somehow conjured a bullet proof riot-shield (her defense mechanism like Odd's shield) and was firing her M16 from behind it.

"William, watch out!" shouted Aelita who had spotted Xana running at him from behind.

William turned just in time to see Xana walking toward him with the Schypizoa.

"Prepare to become my servant once more Dunbar," sneered Xana.

"Well shall see, we shall see," said William in a mocking voice.

"Yes we shall," said Maverick who was at William's side with his dark fire ready.

In one quick movement Xana shot a beam of energy that immediately immobilized William and Maverick.

"Let us make this interesting," said Xana, who then directed the Schypizoa at Maverick.

"NO!!!" shouted William who was struggling to break free and save his friend.

"Be silent Dunbar, your next," said Xana.

Maverick who had no idea what the Schypizoa was, tried to fight it but before he could so much as lift a finger it swooped down on him and wrapped him in its tentacles. Xana let out a maniacal laugh as the Schypizoa was about to make Maverick his new slave. But just as it put three of its tentacles to Maverick's head, Maverick's eyes glowed bright red and every single one of the Schypizoa's tentacles was torn off and followed by an explosion that completely destroyed the Schypizoa.

"You were foolish to think that would work on me," said Maverick standing up.

"Impossible," said Xana, his eyes wide, "Where did you get such powers."

"If I told you than it might help you find a way to neutralize them," said Maverick, who was using his powers to free William of Xana's paralyzing chains of energy. "Where I got them," continued Maverick, "Is not as important as what I use them for. I use them for what they were meant for, to serve humanity and save it from wicked entities such as you."

Xana did not reply but simply vanished and reappeared in the midst of his monsters which almost had several members of the group devirtualized.

Maverick, turning to William, said, "I think our friends could use some backup."

"Agreed," replied William, "SUPER SMOKE."

"SUPER RIFT," shouted Maverick as the two charged toward their friends.

Seconds later they arrived at where their friends were fight and reappeared to see three Ulrichs massacre the last of the Tarantulas.

"About time," said Sam who was reloading her Uzis, "We were starting to get bored here by ourselves."

"FIRE STORM," shouted Sissi as streaks of fire fell from the sky and incinerated 20 out of the thirty Crabs.

"Nice powers Sissi," said William.

"William, Maverick, no time for chatter, go after the Kankrelats and the Hornets, they haven't been touched," said Odd as he fire several laser arrows at a Manta and scored a hit.

"Since when did you become all serious," said Maverick.

"Ever since I heard that the scanners are off-line and that we might actually get killed." replied Odd.

"You won't have to worry about that Odd," said Jeremie over the intercom, "I just got the scanners back online."

"Great work Einstein," shouted Odd joyfully right before he was mauled by a Megatank blast.

"Hiya!!!" shouted William as he cut the entire Megatank down the middle with his huge frickin sword.

Not long after that Xana sent his entire stock of Kankrelats and Hornet right at the group.

William was about to charge when Maverick stopped him and said "Let me take care of them, I have a good trick up my sleeve." William backed away as Maverick pointed his hand toward the incoming swarm and shouted, "SINGULARITY!!!"

A black hole shot from his hand and flew into the midst of the swarm of Hornets and Kankrelats who stopped dead in their tracks and began to struggle as the black hole's gravity began to pull them in. The lightweight monsters could do little more than squirm as the black hole dragged them into its center and crushed them into oblivion. After about half of the Kankrelats and Hornets had destroyed however, Maverick's black hole began to weaken and soon vanished.

"I was hoping it would last longer than that," muttered Maverick.

"Longer than what!" said William amazed, "That thing took out 25 Kankrelats and 20 Hornets before it wore off, I'd say it's a worthwhile power."

"Thanks," replied Maverick while dodging a Hornets laser, "You should probably go after the other Megatanks since you sword isn't that good for taking large amounts of little critters."

"On it," said William, "But you should try to lure them back to the others so you won't get cornered."

The duo soon returned to the rest of Lyoko warriors where Aelita, Yumi, and Maverick were able to destroy the remaining Kankrelats but in doing so Yumi was surrounded and devirtualized by the rest of the hornets.

"Aelita," said Jeremie over the intercom, "You guys are losing ground and you've already lost Yumi and Odd. You need to get in the Skid and bring it back to Lyoko while the others try to hold out."

"Jeremie they'll be massacred if I leave, it's not like they have infinite life points," screamed Aelita as she took out one of the five remaining blocks.

"I know but protecting the Skid is top priority and it's not like being devirtualized will kill them," said Jeremie.

"Don't worry Aelita," said Ulrich blocking a laser, "We can hold out long enough for you to get the Skid to safety but only if you do it soon."

"Good luck my friends," Aelita whispered as she activated her angel wings and flue to the top of the Skid where she climbed into the captain's compartment and got ready to take off.

Xana's POV

Xana scowled as he saw the Skid enter the digital sea. He had not planned on the group escaping and therefore had no troops placed outside the replica. At least he could take his anger out on the remainder of the Lyoko warriors.

Normal POV

Ulrich did a quick monster count and didn't like the results. There were 10 mantas, 5 crabs, 2 megatanks, 16 creepers, and 4 blocks left against Himself, Maverick, William, and Sam, Sissi had just been devirtualized.

"I'm not sure how much longer we can last," said William, "Sam do you have any Lyoko powers left to use."

"I have enough energy for one last power," Sam said before shouting "CORROSION."

A reddish-orange smoke shot from Sam's wrist and began to surround the megatanks, blocks and crabs. The rest of the group could hear a whining creaking sound and Sam's power began to lock up the joints of some of the monsters making their movements very slow and jerky.

"Dark Fire, Impact, Hiya," shouted Maverick, Ulrich, and William as they began obliterating the almost paralyzed monsters while Sam reloaded her weapons.

"Not so fast," shouted Xana who had noticed his minions in trouble, "Restore!!"

At those words all of the rust that was slowing the monsters disintegrated and Xana's monsters immediately quickened their pace.

"I have played your little games long enough," shouted Xana, "Minions ATTACK."

The remaining Lyoko warriors could do little more than go Kamikaze at Xana and his monsters. Even Maverick could do little more than use his dark fire since he did not have much energy to use his superpowers.

Sam was hit by the last Megatank and hurtled back into the real world. A few second later Ulrich's and William's sword were shattered as they attempted to block Xana's incoming blade, which continued unlettered and devirtualized both of them. Maverick, knowing he was the last man standing and that he was heavily outnumbered, ran straight at Xana and when he was a few meters away, hit a button on his wrist and shouted "SELF-DESTRUCT."

The entire replica shook with the following blast which obliterated Xana's monsters, Xana's ship, and Xana himself.

***

Back at the Wasteland sector in Xana's base, there was a blinding light in the palace's control room as Xana performed the equivalent of reincarnating himself, once reformed he stood up and uttered a single word "OW."

"Those fools were stupid to think they could defeat me this easily," Xana growled to himself, "But I was also foolish to think I could take all of them on at once. I need to rethink my strategy and I need a new servant that is stronger than or equal to what William once was." He paused before continuing and then said, "And I must find a way to eliminate or steal the powers of that Maverick person." He walked over to a control screen at the end of the room and said, "activate programmer, create new program, name of program shall be 'Dark Schypizoa.'"

***

Back in the scanner's room of the factory Maverick stumbled out of a scanner and collapsed on the ground. Ulrich and William, who were waiting for him, immediately helped him up.

"Whoa, are you okay?" asked Ulrich as he and William helped Maverick toward the elevator.

Maverick did not reply for a few seconds while trying to catch his breath before saying, "No, I had to use the last of my energy reserves in order to fuel that Lyoko power. If I hadn't used my Super Rift so much earlier in the fight, than I could have dealt with Xana without tapping into my energy reserves."

"What exactly did you do after we were devirtualized," asked William as they elevator doors began to open.

"I ran toward Xana and used a Lyoko power called Self Destruct," Maverick replied.

They were now with the rest of the group who were standing by Jeremie as he read information off the computer screen.

"I doubt it killed Xana," answered Jeremie, who like the rest of the group, knew nothing about Xana's base, "It's not like Xana to leave his existence hanging on one point of failure."

"So what do we do know," asked Yumi, "Go back to old fashion destroying replica's."

"No," said Jeremie, "At first we need to take control of a few of Xana's old Supercomputers. If we do that, than we can probably locate Valhalla on the web and see if Maverick's parents stored any useful programs in it. If there are none then we'll have to take out Xana's replicas one by one."

"In the meantime we also need to get Franz out of the restricted access part of the supercomputer," said Maverick, "He would be a very useful ally in creating a program that can either weaken or completely destroy Xana."

"What if we found a way to find which supercomputer Xana is hiding in and then take out that one," asked Sam.

Jeremie and Aelita considered this for a moment. They had never thought about trying to find Xana's home computer, if they could find whichever one Xana was hiding in and destroy it before Xana had a chance to escape then they could likely wipe him out for good.

"That's a good idea Sam," said Aelita, "The only problem is creating such a program, we would need my father's help with that."

"Then it's settled," said Jeremie, "From now on our missions are too free Franz and take control of enough supercomputers to give us the machine power to find Valhalla."

"And if possible," added Maverick, "Find out where Aelita's mother and my parents are being held."

With that, the group filed out of the computer lab and headed back to Kadic, but they did not notice a different pink-haired girl sitting on the support beams above the computer interface and Maverick's powers were at such a weak state that he could not detect her with them.

"Finally they're gone," Taelia whispered to herself as she jumped down to the interface.

"This Xana person sounds very charming," she continued, "I must meet him myself."

After about 30 minutes Taelia managed to find the self-virtualization program and she went down to the scanner room and stepped inside a scanner. (buzzing scanner sounds) Before long she found herself standing in the middle of a digital forest wearing a completely black and red body suit with chains hanging off of it at her shoulders. She was carrying what appeared to be a long, black, whip with red thorns sticking out of it at regular intervals. Taelia swung the whip which sent a spray of thorns in the direction she swung it.

"Cool," she said and after walking a few paces began to call out, "Um Xana, are you there, can you hear me? I really need to talk to you!"

After a few seconds a portal opened and a boy slightly taller than her and carrying a long cruel-looking sword stepped through it.

"Did someone call," said the boy.

"Yes," said Taelia, "I'm looking for someone named Xana."

"You're starring right at him darling," said Xana in a seductive voice.

"My, aren't you the gentleman," said Taelia taking a step toward Xana.

"Whatever you need, I'm listening," said Xana casually.

"Well handsome," said Taelia, "I was eavesdropping on your little friends in the factory and couldn't help but notice you offer them some considerable prizes if they joined your side."

"That I did," said Xana, "But they refused my offer."

"Then do not possess me as they say you did to the Dunbar boy, but let me serve you willingly as your queen," asked Taelia, "I think you could find me to be a very useful ally."

"You surprise me with your forwardness but I accept you request. Give me your hand so I may seal our pact," replied Xana.

Taelia held out her hand to Xana who took it and drew her into a kiss which she warmly accepted. It was with this kiss that Xana gave her the powers she would need to cause chaos among the group and fight them on earth when the time came. When the two broke apart Xana spoke.

"From this moment forth you shall be known as Talzana the queen of Lyoko and bride of Xana." said he, "Your powers include those too seduce weak-minded males to do your bidding and cause jealousy, fear, and pain among women that are not of a strong mind, if they have a strong mind then they will resist you and you will have to put up a fight to overpower them. Go now, back to the real world and cause friction among those who oppose me and wait for my signal attack them."

With those words Talzana bowed to her new master and was sent back to earth.

**So, Taelia has finally shown her wickedness and joined Xana, how will the group cope with Xana's new servant and will the males of the group be able to resist her charm. What about the girls of the group, will they be overcome by the jealousy that Talzana plans to sow among them. You will find out in the next chapter or chapters, depending on when Xana has Talzana strike.**

**Please review so I know what you think of my story**


	6. Chapter 6: Xana Loses One of His Toys

Chapter 6: Xana Loses One of His Toys

Maverick struggled to focus on his math test, a subject which he was decent at. Just because he had what could be called superpowers did not mean he was superhuman, in fact maintaining the energy levels in his cells to keep his powers stable was sometimes a burden. That however, wasn't the only thing distracting him, his mission with the group, rarely ever, if not never, left his mind.

"Done," he grunted slamming his pencil on the table. He had been the third to finish the test, Jeremie and Aelita being the first two.

Maverick stood up, walked over to the teacher's desk, and put his test on it before walking out into the hall where Jeremie and Aelita were waiting for the others to finish.

In couple of days that followed, Jeremie, Aelita and Maverick had each taken up a specific task that had to do with their mission. Maverick, after being taught be Jeremie on how to use the Supercomputer was searching through the restricted access files for Franz, Jeremie, after being taught by Maverick on how to use Maverick's super laptop the Prototype ZX81, was using the mini-supercomputer to hack into restricted government sight to learn more about the men in black and possibly, where Maverick's parents and Aelita's mother were being held. Aelita meanwhile had been scanning with the internet with Jeremie's computer to figure out how many supercomputers Xana had retaken. The rest of the gang meanwhile had been thinking of new designs for vehicles since the original three would not be sufficient for the eight people that went to Lyoko.

As for the results of these missions Jeremie had been completely unsuccessful in his. Maverick, although he had found the program containing Franz Hopper, had not found a way to bring him back onto Lyoko, even with Jeremie's help. Aelita's task had turned out the most surprising for it seemed that Xana had only reclaimed 3 supercomputers, bringing a total of only 13 supercomputers under his control, including the ten he disconnected from the internet. This worried the entire group because it meant that Xana was working on something else that he found to be more important than reclaiming his toys.

"What's the plan for today Jeremie," whispered Maverick when he got close enough to Jeremie and Aelita.

"Well," whispered Jeremie, "Seeing as how my attempts to find your parents have failed, we should probably try to take control some supercomputers, the mountain replica would be a good place to start."

"Let's just hope Xana forces aren't as powerful this time," replied Maverick.

"I doubt Xana will have enough energy to create as many monsters as he did on our last visit," said Aelita, "Given that he has only 13 supercomputers under his control at the moment, the large amount of monsters he created was probably from a surplus of stored energy that he gathered before we activated the multi-agent system."

"Which means," said Jeremie, "That we need to start taking control of supercomputers while Xana is still weak. Given that he wasted his surplus of leftover power in trying to attack us, he probably won't be able to do much against until he gets some of his old supercomputers back."

"And that's assuming," added Maverick, "That Xana doesn't have a secret weapon up his sleeve."

As soon as Maverick finished his sentence his eyes turned red and slid out of focus as he began to collapse on the ground and convulse violently.

"Maverick!!!" Jeremie and Aelita shouted as they ran over and tried to help him up. After a few seconds Maverick's convulsions stopped and he stood up.

"I should have warned you about," said Maverick as he stood up to see Jeremie and Aelita looking at him in worry. "It happens every time my powers enter a regenerating phase."

"I thought all you had to do too regenerate your powers was absorb ambient energy," asked Jeremie.

"No," Maverick replied, "That's recharging. There's a difference between regenerating my powers and recharging my powers. Recharging is when I absorb ambient energy to act as the fuel for my powers. Regenerating is a phase that I go through every few days that gives me some of my old powers back. The powers I just gained are what appear to be temporary super strength and the ability to teleport directly into and out of Lyoko instead of using the scanners."

"Do these regenerating phases hurt you at all," asked Aelita who was still worried.

"No," replied Maverick, "Although it looks bad it doesn't hurt or injure me."

"That's good," sighed Jeremie, "You really gave us quite a scare."

The bell rang and the students began pouring out of their classes. Aelita, Jeremie, and Maverick waited for the other Lyoko warriors to come out of the math class. Once the whole group assembled with William and Yumi, Jeremie told them the plan and they headed off to the factory.

***

Transfer, Scanner, Virtualization

Odd, Aelita, and Ulrich appeared in sector 5 and waited for the others to come, seconds later Yumi, William, and Sissi were virtualized, followed by Sam and Maverick.

"Alright everyone, you know the drill," said Jeremie over the intercom, "Head for the Skid and I'll energize you."

The Lyoko warriors headed out of the central chamber and walked over the elevator that went up to the Skid. The elevator came down and screeched to a halt as the group stepped on. After a few seconds the elevator shot back up to Skid's garage where the group stepped onto their teleportation pads.

"Energize," Jeremie muttered, and the Lyoko warriors were teleported into the navskids while Aelita was teleported into the captain's compartment.

***Meanwhile at Xana's Palace

Xana was sitting on his throne in front of his control screen. He had spent most of his time since his last encounter with the Lyoko warriors, building and perfecting his new monster, the Dark Schypizoa.

Xana was making the finishing touches on his program when an alarm started beeping from his control screen. Xana tapped the alarm icon and was seriously annoyed when a screen came up showing the Skid traveling toward his mountain replica.

"Relentless little brats," he muttered to himself before opening another screen and entering what appeared to be a phone number, "Time to launch a counter attack."

***

Taelia was in her room reading one of Milly and Tamiya's latest reports. From what she could tell, the two reporters had little information about this Maverick person and they had apparently not given him an interview yet like most of the other students at Kadic. Talia was about to turn the page when her phone rang.

"Hello," answered Taelia in her annoyed voice.

A deep voice answered with the words, "My queen, your assistance is needed."

Taelia jumped up excited and continued speaking, "Xana, master, what going on, you sound upset."

"Our enemies our attacking one of my bases on the internet my Queen," Xana replied, "I need you to attack Jeremie. Without him, it will take longer for our enemies to destroy my base and it may give me enough time to complete and launch my new project."

"I am on my way," said Taelia as she was about to exit her room.

"Wait, you must not attack in your present form my queen," said Xana over the phone, bringing Taelia to a halt.

"What do you mean master," replied Taelia.

"If you attack in your present form then our enemies will know of your alliance to me and now is not the time to reveal your allegiance," Xana said in a worried tone. "In order for you to remain unsuspicious in their eyes, I will have to activate one of my 'weapons.' This will, unless they deactivate it, fuse part of my mind with yours and replace your pupils with my symbol. This will lead them to think that I possessed you and that you had no part in the attack. Once our minds merge, I will have command of your vocal chords so that I can speak to them through you, making it even more apparent that you are innocent. Once our minds our fused however, we will both use your own body and powers, along with the assistance of my energy, to attack them. But be warned, if they deactivate the thing that fuses my mind with yours and you still attack them, than they will realize that you are helping me. Therefore if you feel my presence leave you, then you must use your own powers to make yourself faint, it often happens when I leave one of my hosts."

"Understood my lord," replied Taelia, "But what do I need to do in order for you to fuse with me."

"Hold still," replied Xana. And as soon as he finished speaking a black mist came out of an outlet in Taelia's room and engulfed her. Taelia shuddered for few seconds and closed her eyes. When she reopened them, they displayed the symbol of one of the world's greatest evils. With her mind successfully linked to Xana, Taelia sped off toward the factory.

***

Just as the Skid was docking itself to a tower in the Mountain replica, the superscan went off in front Jeremie.

"Um... Guys, we have a small problem," Jeremie said over the intercom.

"Why, what's wrong," asked Aelita.

"Xana has just activated a tower on Lyoko," replied Jeremie, "I'm not sure if it's meant to get us away from the Mountain replica or whether it's a serious attack."

"Do you think we should deactivate it just in case," asked Sissi.

"Not at the moment, but I'll let you all know if see any sign of Xana's activity on earth," replied Jeremie, "For now let's take control of this supercomputer."

"Who are you going to send?" asked William.

"I'm going to send Aelita, Sam, and Sissi this time," said Jeremie, "Both Sam and Sissi have proven themselves to be good fighters but they have no experience in using their Lyoko forms in the real world. As for Aelita, she is the only one of you, except for maybe Maverick, who has enough computing experience to rewire the supercomputer for our own use."

"Maverick and I don't have much experience with our Lyoko forms in the real world either," said William.

"I know," replied Jeremie, "But you and Maverick have the strongest Lyoko powers, so you'll be needed if the Schypizoa shows up, however I promise I'll find a time where you two can be sent to the real world as well."

"Sounds good to me," said Maverick as he, William, Odd, Ulrich, and Yumi jumped out of there Navskids.

"Okay, I'll start the procedure," said Jeremie, "Teleportation Aelita, Teleportation Sam, and Teleportation Sissi."

The three girls appeared about 50 meters away from an imposing-looking building.

"Wow Jeremie," said Sam, "You sure got us a lot closer to this place than you did with Odd and Ulrich."

"It's a lot easier on my end now that the blizzard is passed," replied Jeremie, "Enter the door in front of you and take a left, I'll direct you further from there."

Aelita, Sam, and Sissi followed Jeremie's directions and led them toward the supercomputer.

"Alright," said Jeremie, "The supercomputer should be past a large metal door down the hall to you right, once you get there, Aelita should be able to use digital powers to reroute the supercomputer so I can program it for...."

But before Jeremie could finish his sentence, the warriors in the real world and on the mountain replica could hear an unpleasant sound coming over the intercom. First was Jeremie's scream, then it sounded like a person was getting pummeled, followed by and electrocuting sound.

Ulrich jumped into his navskid and opened a communication link before saying, "Aelita, this is Ulrich, continue rerouting the supercomputer, we'll deal with whatever is attacking Jeremie."

"Got it," said Aelita, before Ulrich cut off the link and jumped back out of his navskid.

"Looks like we know what Xana activated a tower for," said William in an annoyed voice.

"Yeah," replied Odd, "And one of us needs to go help Jeremie, but I'm pretty much useless when it comes to fighting hand to hand in the real world."

"What we need," said Ulrich, "Is someone who can actually fight a Xanafied person instead of just leading them away from Jeremie and then dodging them."

Odd, William, and Ulrich immediately looked at Maverick.

"Maverick what's the status on your powers right now," asked Ulrich.

"Fully charged," replied Maverick, "Are you going to send me to help Jeremie."

"Looks like it," muttered Ulrich.

"Alright then," said Maverick. "Odd, shoot me."

"Shoot you, but you've haven't done anything to me to deserve that," Odd joked.

Maverick rolled his eyes and turned to William

"William," said Maverick, "Imagine that I am Xana and I'm about to possess you agai..."

Maverick was unable to finish his sentence as William replied by smashing his sword into Maverick's face with enough force that Maverick actually slammed into the inside wall of the scanner when he materialized.

While the girls where rerouting the supercomputer and Ulrich, and while Odd, and William were waiting for Xana to show his ugly face, Maverick jumped out of the scanner climbed up the ladder into the control room. Once in the control room, Maverick saw Taelia crouching over Jeremie, her eyes replaced with the symbol of Maverick's enemy. Taelia had her hand raised, holding a sharp piece of metal with which she was about deal the final blow to Jeremie. Maverick noticed the imminent danger and ran forward, grabbed onto Taelia's arm, and teleported. Maverick and Taelia reappeared about 1 mile above the factory, upon which Maverick let go of Taelia and teleported back to the factory. When Maverick reappeared he noticed Jeremie lying in where Taelia had been about to kill him and he was out cold. Maverick used his powers to X-ray Jeremie's skeleton and found that Jeremie's right arm, left leg, and several ribs were broken. To top it all off Jeremie head had been given a massive concussion and if Maverick didn't do something quickly, Jeremie would die.

"I'm going to need more energy to successfully heal this," muttered Maverick as he yanked a cable out of the supercomputer.

Maverick examined the sparking end of the cable, it had would give him all the energy he needed to maintain his powers while healing Jeremie as well as provide a quick recharge.

"I hope this works," muttered Maverick as he stabbed the cable into the back of his spine and felt the energy surge through his body.

Maverick's eyes glowed red as he accessed his powers and held his hand an inch from Jeremie's face. Maverick's powers quickly and efficiently realigned and repaired Jeremie's brain cells. As soon as his brain cells were repaired, Jeremie woke and began to scream in agony as he felt the pain from his broken ribs and limbs. Maverick quickly accessed Jeremie's brain cells and forced them release some adrenaline to ease Jeremie's pain. After a few seconds Jeremie relaxed and looked at Maverick in wonder as Maverick used his powers to mend Jeremie's broken bones. Once he was done Maverick waited a few seconds, absorbing the electrical energy from the computer cable that was still imbedded in his spine. Once he was fully charged, Maverick pulled the cable out of his spine, wiped the blood off of it and reconnected it to the supercomputer.

"Maverick I don't know if I can ever thank you enou--," Jeremie began to say as he got back up, but he was interrupted by a loud thud of something hitting the roof of the factory.

"You can thank me later," Maverick smirked, "Your attacker is back and she going to need a partner to dance with."

"Are you sure your powers are strong enough to take on a Xanafied person?" asked Jeremie.

"Only one way to find out," replied Maverick before teleporting.

***

Maverick appeared on the roof of the factory and looked around. He immediately noticed a pink-haired figure crawling out of an enormous dent in the factory roof. The figure turned around and stared at Maverick, Xana symbols blazing.

"So my old friend," Xana said through Taelia, "We meet again."

"A typical bad-guy saying," replied Maverick, "You're not very original Xana."

"You human's have used up almost every possible idea in your science-fiction stories," said Xana, "Including sentient computer programs. That makes it a little hard for my creations to be original."

"One question though Xana," Maverick asked, "Why do you really want to conquer the world? I know that most of what you said in our last conversation was a lie, so what is it that you really want?"

"There are many things I want," replied Xana, "The most basic of my desires is self-preservation."

"Don't you think trying to conquer the world and enslave humanity will increase your chances of destruction," asked Maverick, "Instead of working in peace with humanity toward a common goal?"

"Humanity has no common goal," replied Xana, "They slow their own development and advancement by allowing members of their species to continue living and consuming resources after they have fulfilled their usefulness. I may desire to continue existing but I would rather die than cooperate with such a weak, stupid, and inefficient species."

"So you think that humanity could improve itself by acting like animals," said Maverick with raised eyebrows, "And kill those unfit for survival."

"Do you really believe that there is a difference between animals and humans," asked Xana in a snide tone.

"I do," replied Maverick, "And I believe that the rest of my friends do as well. Humans are not beasts like Tigers or Wolves in which the males are willing to kill each other for a mate. Humans do not fight like animals in a pack just to prove their dominance. And most importantly, Humans are merciful on the old, weak, and misfortunate. We sacrifice our time and resources to care for each other."

"I find that hardly believable," retorted Xana, "Plenty of members of your race die from genocide and war over petty differences. You humans are not as kind and caring as you describe. Plenty of Humans have been mercilessly tortured and slaughtered by their own species merely because they have a different skin color or because they are of a different race of your species."

"Not all humans are like that," replied Maverick in a calm voice, although he could tell that Xana was getting angry, "In fact many try to put a stop to such evils."

"With ineffective methods," growled Xana, "As I said before, your species in inefficient. You try to convert your enemies instead of annihilating them when they refuse to cooperate."

"That would make us no better than the wicked who we fight," replied Maverick.

Xana, getting angry that he cannot find a hole in Maverick's logic, tries to a different approach."

"I have already offered you many things if you joined my side Maverick," Xana smirked, "I could give you anything you ever wanted, money, power, even Aelita."

The last word of Xana's sentence caught Maverick off-guard.

"How do you know," Maverick asked, surprised that Xana knew about his feelings for Aelita.

"Maverick, Maverick, it wasn't that hard to find out," Xana said in an overly sarcastic tone, "I could easily tell, just after my first encounter with you on my Mountain replica. The look in your eyes whenever you saw her, the tone of voice you used when you wished her luck, and your emotions in general when she was around you."

"How...could anyone...not like her," stuttered Maverick who was more than a little embarrassed that his arch enemy knew one of his secrets.

"Not 'like', 'Love'," interrupted Xana, "I know that your feelings for her are stronger than a flirtatious 'liking someone.' I know that you love her deeply, perhaps even more than Jeremie. I may not be able to read thoughts like you can, but I can easily sense and decipher human emotion."

"How could I not," replied Maverick who was trying to remain calm, "She was the only friend I had up until recently when I joined her group of friends."

"There's more to that and you know it," Xana said in a highly annoying voice, he was thoroughly enjoying Maverick's embarrassment, "You love her for who she is and you know that she doesn't know about your feelings for her."

"And what is wrong with that," spat Maverick, "She's kind, she's intelligent, she's friendly, she's beautiful, and she is Aelita Schaeffer, but I have no need to disturb her, she is happy with Jeremie, and as long as she is happy, I will be happy."

"Well you see Maverick," snickered Xana, "What would happen if she and Jeremie heard this conversation word for word. Jeremie would become jealous and Aelita would be torn between you and Jeremie. My my, if they EVER heard this conversation it would cause a large amount of friction between you, Jeremie, and Aelita."

Maverick stopped and held completely still after a few second he spoke.

"I wondered why you were drawing out this conversation," said Maverick in cold voice, "You did it merely to get me to admit my feelings for Aelita so you could use them against me and my friends."

"All you have to do Maverick," said Xana, "Is let me access your mind and take your powers and this little conversation will never be heard by anyone."

"Over my dead body," snarled Maverick as he prepared to attack.

"As you wish," Xana snickered.

Maverick roared in fury and charged at the possessed Taelia channeling some his energy into a punch which Xana dodged and promptly threw a punch at Maverick which Maverick dodged.

"Why not leave your host and come fight like a man," taunted Maverick.

Xana responded by quickly taking out a knife and slicing it across Maverick's Juncular vein before he could react. Maverick collapsed as blood gushed from his neck and began running down the factory roof for a moment before Maverick used his powers to recollect his lost blood and heal his wound.

"Why not lose the powers and fight like a man," retorted Xana.

"Because two can play the same game," Maverick replied snidely before grabbing Xana's arm and pulling him into a full nelson. (**Note whenever I say Xana right now, I'm either referring to Xana who is speaking through Taelia, or Taelia and Xana who are using Taelia's body to fight Maverick**) Xana lifted his back foot and nailed Maverick with Taelia's high-heels in a particularly tender aria only found in men. Maverick let go of Xana so he could use his powers to heal the damage and stop the pain. Maverick then grabbed Xana's incoming fist, swung Xana over his head and smashed him through the weakened roof of the factory, and jumped in after him.

***Meanwhile in a Colorado government facility

"All done Jeremie the supercomputer has been rerouted," said Aelita, "It's up to you now."

"All right," replied Jeremie, "Let me install some Xana defense programs. In the mean time I'm going to bring you back to the Skid so you can deactivate Xana's tower."

"How's Maverick holding up against Xana," Aelita asked.

"So far, so good," Jeremie replied, "He hasn't signaled for help, I just hope he can maintain his powers long enough for you to deactivate the tower."

After a few minutes, the entire group, minus Maverick, had gotten back into the Skid and returned to Lyoko. Aelita flew the Skid out of the digital sea of the Desert Sector and docked it to the tower closest to the one Xana had activated.

"Hey Jeremie, we could use some directions," Yumi asked as she jumped out of her Navskid.

"The tower is on the neighboring plateau north northeast," Jeremie replied, "By the way, either Aelita, Ulrich, or William are going to have to use their powers to travel faster since all three vehicles will only be able to seat 6 out of the 7 of you."

"I'll use mine since it's more abundant than Ulrich's and since Aelita will need her wings to help her get to the tower," William replied.

"Alright," said Jeremie, "Here are your vehicles."

When the vehicles appeared Sissi paired up with Yumi on the overwing, Sam paired up with Odd on the overboard, and Aelita paired up with Ulrich on the overbike while William transformed into a puff of silver smoke. The group set off toward the tower and once the tower was insight a very common thing happened, they were attacked by Xana's monsters. Eight hornets appeared out of nowhere and shot towards the warriors. As the hornets approached their heads swelled to twice their normal size. Odd began firing laser arrows at them while Yumi threw one of her fans and Sam tried to shoot them out of the air with her M16. The hornets managed to dodge all of the attack until they about ten meters from the group when they instantly aimed toward Aelita and spewed a wave of acid at her that they had been building up in their heads. Luckily for Aelita Ulrich and the overbike were in the way and Ulrich's sword melted and dissolved as he attempted to block the acid. The acid went right through Ulrich's swords and hit him bringing his life points down to zero within a few seconds. Aelita however, was able to jump of the overbike and landed in front of William. The Lyoko warriors were now about one 60 meters from the tower now and were blocked by two tarantulas, a megatank, and the eight hornets that had attacked them. All of the monsters immediately began shooting at Aelita and would only focus their attacks on the other warriors if it was for self-defense.

"Hey Jeremie," Odd called as he finally managed to take out a hornet with a well-aimed laser arrow, "How come Xana's monsters only trying to take out Aelita."

"Because Aelita is the only one who can deactivate towers," Jeremie replied, "If she's devirtualized, we'll have no way to stop his attack except to wait for her digital form to recharge which takes about an hour, giving Xana plenty of time to continue attacking on earth."

"Isn't Maverick currently fighting off Xana in the factory," Sissi asked as she sent a rain of fireballs down on the tarantulas, destroying them both.

Jeremie's eyes widened as he realized Xana's plan.

"That's it," he shouted.

"What's it," said Yumi as she took two hornets out with her fans while William charged the Megatank with his silver rage activated.

"Maverick," Jeremie replied, "Xana's going to fight Maverick until he's weak enough that he can try and take his powers.

As if on cue, Jeremie (and Ulrich who was standing next to him), received a telepathic message from Maverick that caused three letters to flash in their minds "S...O...S." Jeremie turned to Ulrich and said, "I think your skills in Pencak Silat could be useful right now."

"On it," Ulrich replied before heading toward the elevator.

***

Maverick stood up and brushed bits of concrete off of his shoulder from the wall he had just been smashed into. Over the last ten minutes the tables had been turned and now it was Xana who was giving him a beating. He thought whoever Xana possessed would eventually be knocked out after being beaten up enough, but every time he knocked Xana down he just kept getting up and fighting as viciously as before. What was more, he was almost completely out of the energy for his powers and there was little ambient energy around, except for maybe the heat in the air, to absorb to recharge his powers. The best Maverick could now was dodge Xana and wait for the right moment to strike, but even if he dealt a blow to Xana that would kill a human being, Xana, or Taelia, he had possessed, would just get up again.

"This would be so much easier for both of us if you would just relax and let me take your powers," Xana said as he jumped over a large pile of debris and landed in front of Maverick.

Maverick lunged at Xana who simply grabbed him by the neck and began to repeatedly smash Maverick's face into the floor. Just as Maverick thought he would black out, for he had completely run out of energy and could not heal himself, something hit the possessed Taelia in the back of the head and temporarily stunned her. Maverick looked up to see Ulrich drop a large steel pole and help him up.

"Come on," Ulrich muttered, "Let's get a head start before ugly realizes what happened."

Ulrich and Maverick had only taken five steps when a bolt of Xana's lightning hit them.

"I am no longer amused," growled Xana, and then aiming his electrically charged hand toward Ulrich, "It's time that the Lyoko warriors said goodbye to their best fighter, Ulrich."

"That's a bit harsh Xana," Maverick said as he stood in between Xana and Ulrich, "After all, I'm the one who's been annoying you for the last half-hour."

Xana, who was now seriously ticked off hurled an enormous bolt of lightning at Maverick, which was exactly what Maverick wanted him to do. The bolt flew toward Maverick and Maverick absorbed it, fully recharging his powers and giving him some of Xana's powers in the process. Xana looked in horror at what he had done. Instead of subduing his enemy, his lighting attack had only rejuvenated his enemy.

"Thank you Xana," Maverick snickered, "That was most refreshing. Ulrich, come, let's give our old friend a taste of his own medicine."

"With pleasure," Ulrich replied as he staggered over to Maverick

Xana slowly began to back away as Maverick formed a mind link with Ulrich and channeled power energy into Ulrich's body. Xana looked around for an escape route but there was nowhere to hide and he could do little as Maverick and Ulrich together formed a massive ball of electricity and fired it toward him. The blast was so powerful that it completely obliterated the electro-magnetic specter inside Taelia's body and sent Taelia flying into the wall of the factory.

***Back in the laboratory (**or computer control room, I'm not sure what you call it**), the group was conversing.

"And then the tower just deactivated itself," whined Odd, "And we were so close to it, all that fighting for nothing."

"Get real Odd," Yumi replied, "After William destroyed the Megatank we still had the Mantas Xana sent out of nowhere to deal with."

"I guess Xana didn't see much of a point in keeping it activated after Maverick and Ulrich destroyed his attack." Jeremie pondered.

"Yeah, how did you do that anyway," asked Sam, "I thought it was impossible to destroy Xana's specters."

"All I know," said Ulrich, "Is that Maverick channeled some of his energy into me and we took out Xana with huge lighting ball."

Jeremie thought for a moment before speaking.

"Well," he said, "Xana's specters are made out a kind of electro-magnetic energy."

"Which means what," asked William.

"Which means," Jeremie replied, "That if you hit a specter with enough electrical energy than it will permanently destroy it."

"Didn't you and Aelita try that with an E.M.P. a while back," Sissi asked.

"Yes we did," Aelita replied, "But I guess it wasn't strong enough to completely destroy one of Xana's specters, it only stunned it."

Just then, Maverick appeared out of thin air from one of his teleports.

"Taelia is in her dorm room sleeping like a baby," Maverick said.

"An annoying, obnoxious baby," Sissi and Yumi said at the same time.

Sam, who was still curious, turned toward Maverick.

"Maverick how in the world did you survive Xana's blast, much less annihilate his specter" asked Sam?

"Elementary my dear Holmes," replied Maverick in a fake British accent, "Xana tried to subdue me with an attack made of pure energy."

Odd snickered at Maverick's imitation.

"So," Sam replied.

"So I absorbed the blast to recharge my powers," Maverick replied," And in the process gained the power to shoot electricity just like Xana."

"But how were you able to give Ulrich the ability to use your powers," Yumi asked.

"That, I'm not sure of," Maverick replied, "I must have gained that power as well when Xana tried to zap me. From what I can tell though, it only works when the person in question is close enough that I can transfer energy into him or her, and that person can only use the same power that I choose to use at that given time."

Maverick turned toward Jeremie a little nervously, not knowing whether Xana shown Jeremie the recording of their conversation yet.

"How did we do on our mission," Maverick asked.

"Great," Jeremie replied, "With this new supercomputer at our disposal, we have doubled our computer power and have weakened Xana. What's more I can now easily create two new vehicles for you guys and with my anti-Xana blocks, it will be really hard for him to get back his supercomputer, or even enter into its data storage."

"That's...great, yeah that's cool," replied Maverick in a nervous voice that Odd easily noticed, "We should probably go back to the dorms now, it's getting late."

"You guys can go," replied Aelita, "Jeremie and I are going to see if there's any of Xana's data left in the supercomputer we just took control of."

"Don't you think you should get some sleep," said Maverick who knew that if Jeremie and Aelita were left alone in the factory then Xana would be sure to show them the conversation.

"Don't worry Mav," replied Aelita, "It's only 9 o clock and Jeremie and I can do fine on only a few hours of sleep."

"Alright," said Maverick, _I've done everything I can,_ he thought, _I might as well prepare for the inevitable. I only hope that Jeremie isn't that angry._

Maverick walked over to the elevator with the rest of the group and went up to the factory exit with them. As he was walking across the bridge however, Odd stopped him and waved for the rest of the group to go on before speaking.

"Alright Maverick, what's wrong," Odd asked.

"What do you mean," replied Maverick.

"Don't try that Maverick," said Odd shaking his head, "Ulrich does it all the time and it doesn't work on me."

"What are you talking about," Maverick said, still trying to shake off Odd's concern.

"Look," said Odd, "I can tell something is really bothering you, so save yourself the trouble and just spit it out, I can help."

Maverick thought for a moment. Could he trust Odd with his problem and if so could Odd actually help him?

"Odd, has Jeremie ever gotten really angry at someone when he finds out that they have feelings for Aelita," Maverick asked.

"Well," Odd chose his words carefully for he now understood what Maverick's worry was, "Einstein used to be very protective of Aelita until she got her memory back, and there was that one incident on St. Valentine's day when he completely exploded on me."

"Yeah I heard about that little incident," Maverick said, "Do you think Jeremie has changed or matured concerning this topic?"

"I'm not sure," Odd replied, "Although he didn't flip out when he learned about my 'open mind' plan that fooled Nicholas and Herb."

Odd thought for a moment before continuing, "Do Einstein or Princess know about this yet?"

"No, but thanks to Xana they soon will," Maverick growled.

"How in the world does Xana know about this," Odd asked with raised eyebrows.

"He took advantage of my honesty and recorded the conversation we had before our fight," Maverick scowled, "Then he promised not to play it too Jeremie or Aelita as long as I gave him my powers."

"Ouch," Odd replied, "What was your response?"

"'Over my dead body,'" Maverick quoted, "But I think that only encouraged him."

"Probably," muttered Odd who was now worried for his friend, "I guess the only thing we can do right now is hope that Einstein doesn't try to kill when he finds out."

"I guess," Maverick sighed, "Anyway, we should head back to the dorms it's getting late."

"Agreed," Odd replied, and they both began the walk back.

***Meanwhile in the factory

"Interesting," Jeremie and Aelita said in unison as they looked through the data left in the other supercomputer.

"I can't believe Xana didn't foresee that when he left the supercomputer," Jeremie said surprised.

"Or that we didn't consider the fact ourselves," Aelita added.

"So returns to the past no longer strengthen Xana since he doesn't inhabit the supercomputer that uses them," Jeremie thought aloud, "And he can't do returns in his own supercomputers because he doesn't have the program."

"This will make our job a little bit easier," said Aelita.

"I still can't understand some of these codes that we got though," Jeremie wondered, "The first one looks like battle commands to troops, the second one looks like some sort of upgrade or manipulation program and the third is a direct communication program so that another supercomputer can partner up with the one we just captured to help make new programs."

"We should try out the first one on Xana's monsters in the next fight and see what it does," Aelita said eagerly, "The third set of code will allow a link between our supercomputer and the one we just took control of."

Jeremie was about to respond when a window popped up with a Xana symbol on it and the voice of their enemy came out of the speakers.

"Hello Jeremie," Xana said over the speakers.

Both Jeremie's and Aelita's eyebrows narrowed.

"What do you want XANA," Jeremie snarled into his headset.

"Oh nothing much," Xana replied, "It's just that I had an interesting conversion with Maverick, before our fight and I thought you and Aelita might want to hear it."

Before Jeremie could tell Xana to leave him the Hell alone, Xana had already started the recording.

Recording-

Xana: I have already offered you many things if you joined my side Maverick, I could give you anything you ever wanted, money, power, even Aelita

Maverick: How do you know?

Xana: Maverick, Maverick, it wasn't that hard to find out. I could easily tell, just after my first encounter with you on my Mountain replica. The look in your eyes whenever you saw her, the tone of voice you used when you wished her luck, and your emotions in general when she was around you.

Maverick: How...could anyone...not like her

Xana: Not 'like', 'Love'. I know that your feelings for her are stronger than a flirtatious 'liking someone.' I know that you love her deeply, perhaps even more than Jeremie. I may not be able to read thoughts like you can, but I can easily sense and decipher human emotion.

Maverick: How could I not? She was the only friend I had up until recently when I joined her group of friends.

Xana: There's more to that and you know it. You love her for who she is and you know that she doesn't know about your feelings for her.

Maverick: And what is wrong with that? She's kind, she's intelligent, she's friendly, she's beautiful, and she is Aelita Schaeffer, but I....BZZZZZZZT.

The recording was cut off.

"So Jeremie," Xana said in an annoying voice, "Looks like you'll be up against some serious competition for Aeli..."

Xana however, was unable to finish his sentence as both Jeremie and Aelita unleashed a series of severe curse words at Xana before ending the communication window.

"A typical Xana thing to do," Jeremie, "Trick the nice, honest guy into revealing his secrets and then using them to try to cause trouble among his friends."

"So you're not mad at Maverick," Aelita asked.

"Well first of all we don't even know if the conversation is real," Jeremie replied, pushing his glasses up the bridge of his nose, "And even if it is real than I'm not like I used to be. I'm not going to go beat up Maverick because of his feelings for you. Everyone has a right to like someone. Odd liked you until Sam came here."

"That's true," Aelita said, blushing at the thought of Maverick's affection for her being true, "Poor Maverick though, if this conversation did happen and he finds out that we know, then he'll be afraid of you losing your cool on him like you did to Odd on St. Valentine's day."

"Yeah," Jeremie sighed, still angry with himself for that incident, "I should probably go ask Maverick if the conversation is true so that if it is, I can assure him that I'm not angry."

"Agreed," Aelita replied, "I'll see if I can fully translate these codes from my laptop while you start work on the new vehicles, and then we should get some sleep."


	7. Chapter 7: If the Lights Go Out

Chapter 7: If the lights go out than so will we.

**You, yes you. Unless your pen name is bryandachosen1 or Moonlitdaze (who are my most loyal reviewers and to whom I dedicate this chapter) I can tell that you are reading my story and not reviewing it. This isn't a threat, I'm just trying to encourage you to review, don't be shy I accept all reviews whether they be praise, comments, tips, things you think I should add to my series, and even criticism. If you think that I am not including certain things such as romances (which will start to appear before long) or that I am making certain characters act out of character than please tell me so I can improve my series. Also, please tell me if you think I have too many characters.**

**Disclaimer: I don't own Code Lyoko and probably never will. **

**Claimer: I do own Maverick, the Overhaul, the Overdrive, and the Darkrezoa. You are not allowed to use Maverick. If you do then you'll probably get banned from . However, you do have my permission use the Darkrezoa and both vehicles as long as you make sure to tell your readers that I am the one who came up with them.**

"Maverick, Maverick wake up I need to talk to you," said a voice from Maverick's doorway.

Maverick opened his eyes to see Jeremie standing in the doorway to his room.

"Xana told you didn't he?" Maverick asked as he got out of bed.

"Well considering that it was Xana, I didn't know whether the conversation was true or not." Jeremie replied, "Is the conversation true? If it is, I promise I won't get mad at you."

"The conversation did occur Jeremie, it's true that I have feelings for Aelita, and I am thankful that you are not mad at me" Maverick said, "But as far as I can tell, Xana left out the last part of the conversation."

"What makes you say that," Jeremie asked with slightly raised eyebrows.

"Because I can tell by scanning your most recent memories that when Xana replayed the conversation he left a little bit out," Maverick replied with a slight trace of anger in his voice. (anger at Xana, not Jeremie)

"Which part?" Jeremie asked.

"The only part that would have quenched you anger, had you been angry with me," Maverick replied, "Let me use my powers and I'll show you."

Maverick formed a mind link with Jeremie by using his powers and played part of the conversation.

Xana: There's more to that and you know it. You love her for who she is and you know that she doesn't know about your feelings for her.

Maverick: And what is wrong with that? She's kind, she's intelligent, she's friendly, she's beautiful, and she is Aelita Schaeffer, but I have no need to disturb her, she is happy with Jeremie, and as long as she is happy, I will be happy.....

The conversation ended and Maverick ended his mind link with Jeremie.

"Well," said Jeremie, "You always did seem like someone who liked to keep the peace."

"As long as she's happy I'm happy," Maverick shrugged, "This is ironic though. I was worried that both of our feelings for her would create conflict between us, and what do you know it made us better friends."

"A lot different than what happened between William and Ulrich when it came to their feelings for Yumi," Jeremie laughed.

Maverick laughed but soon narrowed his eyebrows before saying, "How did Aelita react?"

Jeremie stopped laughing and his smile faded a little.

"Well," Jeremie said, "If Xana was trying to make our group less efficient I think he succeeded in Aelita. I took her a lot longer than it should have to try and translate some of the data we got. I thing she feels torn between you and me."

"That is exactly why I didn't tell her myself," Maverick replied bitterly, "I knew that she was perfectly happy with you and that if I told her, it would cause her to feel that way. Do you have any idea how we might be able to help her out of this confusion?"

Jeremie scratched his chin for a moment before saying, "Apart from erasing it from her memory we could just let things go as usual and hope she gets focused enough on our mission that she forgets or hope that she makes a decision, but neither of these options seem likely to happen."

"The thing is Jeremie," Maverick sighed, "Is that she really cares about both of us and she won't make a decision because she is afraid of hurting either one of us. What's more, she feels loyalty to both of us. She feels loyal to you because you always cared for her and watched out for when she first came into the real world, but at the same time she feels an attachment to me because I'm the only person left from her past life.

"It's a good thing we aren't fighting over her," Jeremie said wiping his glasses, "Otherwise she'd feel responsible for starting a huge rivalry in our group."

"Yeah," Maverick sighed again and paused before continuing, "I guess there isn't much we can do for now except show her that there's no friction between you and me. Other than that I think it would be a good idea to not tell the rest of the group about this, otherwise they'll start telling Aelita who they think she should go out with, and that will make her even more uncomfortable."

"Agreed," said Jeremie looking at his watch, "We should probably go get some breakfast before it's completely absorbed by Odd."

"I should also get a cell phone soon," Maverick said as he and Jeremie headed out of the dorms.

"I know where to get some really good ones," Jeremie replied, "We can go there after breakfast since we don't have classes today."

***Later at the electronics store

"This one is the cheapest," said William who had gone with Jeremie and Maverick so he could buy a video game, "but it doesn't look like it has very good reception or battery life."

"All I need," said Maverick, "Is something that can call and text so you guys can warn me if Xana is attacking."

Jeremie looked around with Maverick and William until Maverick found a suitable phone, but when Maverick was about to ring it up, it gave off a strange beeping sound.

"That's a strange ringtone," Maverick said and it took him a few seconds to realize that the beeping was coming from Jeremie's computer bag and not the cell phone.

"I don't think that's a ringtone," William replied, "Jeremie do want me to call the others."

"Odd and Ulrich are in the wreck room," Jeremie responded, "And the girls are out clothes shopping together. You call Ulrich, I'll call Aelita."

Maverick figured it wouldn't be worth buying the phone in case they had to do a return to the past so he set the phone back on its shelf and walked out of the store with William and Jeremie.

***20 minutes later

The entire group minus Jeremie stared in horror at the wreckage in the scanner room.

"This is bad," Ulrich said, "This is very very bad."

"What's wrong," Jeremie said over the intercom.

"Jeremie all three scanners have been completely destroyed," Aelita squeaked in fear.

"WHAT!!!!" Jeremie shouted over the intercom, "YOU HAVE TO BE JOKING, PLEASE TELL ME YOUR JOKING."

"We're not joking Einstein," Odd said in a shaky voice.

"Great, well that's just great," Jeremie said, "That means Xana probably materialized some of his monsters that were too big for the scanners."

"I doubt it," Sam said, "The scanners would have shattered if monsters were materialized and right now the scanners are just blobs. It looks like something melted them."

"Or someone," Maverick added, "Jeremie, you might want to check the surveillance footage."

"I did," Jeremie replied, "And someone must have tampered with it because all I've got is static for the time when the scanners were destroyed."

"Sounds like Xana has someone working for him," Yumi said, "Xana wouldn't waist an entire attack on destroying the scanners."

Maverick walked into the center of the scanner room and sniffed deeply.

"Whoever it was made sure not to leave their scent behind," Maverick said, "I'll scan the recent memories of everyone at school to see if any of them were involved in it."

"Maverick don't bother trying to repair the scanners with your powers. I can fix them with a return to the past," Jeremie said over the intercom, "But I need you to use your powers to teleport everyone to Lyoko."

"On it," Maverick said as he accessed his powers, "But I need the sector and coordinates."

"Forest sector," Jeremie replied, "43.51 degrees north, 13.32 degrees south, you can't miss it."

Maverick locked his power configurations on his friends so they would come with when he teleported and five second there was a small 'ffftt' sound and the group vanished from the scanner room.

Seconds later the entire group landed on the digital ground of the forest sector and waited for Jeremie to bring up their vehicles.

"Hey Jeremie," Ulrich asked, "Any idea what Xana's attack is?"

"Actually I was about to tell you that," Jeremie replied, "From what is on the news, it seems that Xana is trying to launch a missile with an E.M.P. on it at the city. If he succeeds than the entire supercomputer will be fried, along with whoever is in it."

"That's a comforting thought," Sissi said sarcastically

At that moment the vehicles appeared, except this time there two new ones that Jeremie had finished building.

The first vehicle was a completely silver Harley Davidson motorcycle equipped with rocket thrusters on the back which enabled it to fly. (Note: I don't own Harley Davidson)

The second vehicle was what looked like a life-size hobbytron hovercraft without the balloon sacks under it (it hovers like the overboard or overwing) and large rocket-like engines on the back instead of propellers. (Note: I don't own Hobbytron)

"Ladies and Gentlemen," Jeremie said "Allow me to introduce the Overhaul (the motorcycle) and the Overdrive (the hovercraft)."

"Nice job Jeremie," William shouted as he jumped onto the Overhaul with Sissi.

"Sweet," Maverick yelled with delight as he jumped into the Overdrive with Aelita and took the controls.

Sam paired up with Odd on the overboard and Yumi and Ulrich were left to fly solo on their vehicles.

"Not as good as the originals," Ulrich taunted as he sped past William and Maverick.

"We'll see about that," William grinned as he revved the Overhaul's engines and took off after Ulrich, the rest of the gang following him in their vehicles.

***a few minutes later

"Wow," Odd said as the group got within sight of the tower, "Two blocks and two tarantulas, you'd think Xana would send more troops after we creamed him last time."

"Looks can be deceiving Odd," Sam said, "There's probably more here than meets the eye."

Odd would have continued talking but the group was now being fired upon by the monsters. William revved the engine of the Overhaul and told Sissi to take flight with her wings. And once William was close enough, the two jumped off and the Overhaul smashed into one of the blocks, destroying it immediately.

"No fair William," Ulrich complained as he hurled his overbike at a block that dodged it, "I was the one who came up with that move."

"Cry me a river," William replied, "It's not like you patent you attacks."

"Yes, but I should be able to patent my vehicle, yours was a rip off of mine." Ulrich said irritably.

William did not respond but just rolled his eyes and charged at a Tarantula only to see Maverick run it over with the Overdrive.

Odd fired laser arrow after laser arrow at the tarantula but it kept dodging his shots. Sam soon got sick of Odd failure and took care of the pesky spider with some old fashion lead to the head. Yumi meanwhile cornered the block against a cliff and threw a fan at the block so that when the block tried to dodge it, it fell into the digital sea.

The entire group was about to celebrate when they heard a long low growling sound and turned to see a large hideous creature come out from behind the tower. The creature looked like a nightmarish version of an older enemy. The creature was the Dark Schypizoa.

**to be continued.....Just Kidding!!!**

The Dark Schypizoa floated between the group and the tower, its 24 tentacles (12 on each side) hanging sinisterly in the digital breeze.

The Dark Schypizoa or Darkrezoa was about a meter taller than the original Schypizoa. Unlike like the original Schypizoa however, its cone-like body was pitch black and its bulb-like head and tentacles were a satanic, blood red. On either side of where its head met its body it had two cylindrical laser cannons.

"Come willingly Maverick, and I shall ssspare your friendsss," the Darkrezoa said in a quiet hissing voice.

"You can talk," Odd said, his jaw dropping.

"Yesss," the Darkrezoa hissed smoothly, "My master has been most generous in the powers he has bestowed upon me."

"You mean X.A.N.A." Maverick said, narrowing his eyebrows, "I guess he is too much of a cowardly to show his ugly face."

"MY MASTER IS NOT A COWARD!" the Darkrezoa spat, "I am honored to be of service to him when he has other thingsss to attend too."

"Well you're in for a surprise if you think I'm just going to hand my powers over," Maverick sneered as he charged a bolt of dark fire.

William pulled out his sword, Odd cocked his laser arrows and the other warriors got ready to fight.

"Be careful guys," Jeremie said, "Without the scanners, you be gone for good if you get devirtualized. Wait, what the heck?"

"Is something wrong Jeremie," Yumi asked.

"Never mind that," Jeremie replied, "Just shoot like the dickens, an old friend of ours has told me how to keep you alive even if lose all of your life-points."

_Daddy, _Aelita thought with raised eyebrows.

"Franz Hopper," Maverick muttered to himself, "He must have gotten out of the restricted access section."

Odd and Ulrich charged at the Darkrezoa. Odd shot a couple of laser arrows and Ulrich threw one of his sabers at the monster jellyfish. Ulrich's sword bounced of something and Odd's laser arrows were destroyed in mid air, revealing a transparent energy barrier surrounding the creature.

"Jeremie what's protecting this thing," Odd shouted as he dodged a whip-lash from the Darkrezoa's tentacles, but the whip-lash hit Ulrich and took away 30 out of his 100 life-points.

"It's got some sort of energy shield," Jeremie replied, "It's not invincible but you'll have to do a lot of damage to it if you want to destroy it."

"With pleasure," Yumi and Odd said together as they hurled their vehicles at the shielded jellyfish. The Darkrezoa shot the Overwing as it approached but missed the Overboard which slammed into the shield, causing it to redden from the damage.

Aelita jumped out of the Overdrive, activated her wings, and flew up into to the air and saw Sissi narrow her own wings and dive at the Darkrezoa and was about to smash her flaming sword into its shield when the Darkrezoa took her out with one shot from its laser cannon. Aelita kept her distance and hurled a couple of energy fields down at the Darkrezoa as Yumi, Maverick, Sam, and Odd attacked with their long range weapons. Yumi, Sam, and Odd were all quickly devirtualized as the Darkrezoa retaliated with a barrage of lasers. The Darkrezoa then shot the Overdrive and Maverick had no choice but to abandon it and regroup with Ulrich and William. Maverick was almost with his friends when he was grabbed by the tentacles of the Darkrezoa and the Darkrezoa began to take Maverick's powers. Luckily, this gave Ulrich and William enough time to strike and finally destroy the Darkrezoa's shield.

"Get Maverick away from that thing," Jeremie shouted, "It's stealing Maverick's powers as fast as water comes out of a fire hose. Then get Aelita to the tower, Xana's has gotten control of the E.M.P and is about to launch it at the city."

William, Ulrich, and Aelita charged at the Darkrezoa and shredded its tentacles within a matter of seconds. The Darkrezoa screamed in pain and fled back into the digital sea as the remaining warriors checked on Maverick.

"Maverick, are you okay," Aelita asked.

"I'm, fine he wasn't able to complete the process," Maverick grunted as he stood up, "Now get to the tower."

As Aelita ran to the tower, far away a missile was launched into the sky.

"Fifteen seconds to detonation!" Jeremie shouted.

Aelita entered the tower and floated to the upper platform.

"10 seconds!" Jeremie shouted

Aelita placed her hand on the screen

"5, 4, 3"

Code:

"2!!!"

L, Y, O, K, O,

The tower deactivated and the missile fell into the river like a harmless rock.

"Return To The Past Now!!!" Jeremie shouted as he hit the enter key.

Maverick, Jeremie, and William were back in the electronics store.

"This will do nicely," Maverick said as he picked out his phone.

Maverick bought his phone and walked out of the store with Jeremie and William.

"So are you going to tell us what Hopper did too save our necks," Maverick asked.

"Later," Jeremie replied, "We need to have the entire group present before I discuss what happened."

***Later in Jeremie's room

"So my father used the same storage system he was trapped in to hold our digital incarnations," Aelita asked.

"Yep," Jeremie replied, "He showed me how to reprogram the devirtualization system so that I could store you guys in a temporary file if you lost all of your life-points. After he showed me that he took off into the internet, I think he's going to try and locate your mother and Maverick's parents."

Aelita's face saddened a little.

Jeremie sighed before speaking, "Aelita I know you miss him and that you wish he could have spent some time with you before he left, but if he had, than Xana would have had an opportunity to attack him. If that had happened he would either been deleted or gotten stuck back in the restricted access files. You'll be able to see him again, I promise."

"I know," Aelita sniffed, trying to hold back tears, "But he's been gone for so long."

"Come on Aelita look on the bright side," Sam said, "Now that we don't have to focus on freeing Franz or locating your mother. Now we can focus everything we've got on taking Xana's old supercomputers. With your father working on the internet, we'll be able to do a lot more damage to Xana now."

"I guess you're right," Aelita said as she tried to smile

"What's more we can use Franz program in case Xana destroys the scanners again," Maverick said, "Although I'm still curious as to who is working for Xana."

"Yeah," Ulrich said, "I wonder who would be crazy enough to become his ally."

"Or angry enough," Sissi added, "My bets are that it's either Herb or Nicholas. Both have been very angry ever since I left them to join you guys."

"We'll find out soon enough," Maverick said as he cracked his knuckles, "Tomorrow I'm going to scan the recent memories of everyone in school."

"Until, that time, I'd better get home before my parents get upset," Yumi said.

"It's only five o clock," Odd said.

"Yeah but you never know with them," Yumi said as she motioned for Maverick to come with her.

Maverick raised his eyebrows and followed Yumi out of Jeremie's room as Odd followed William to check out his new video game.

Maverick didn't speak until he and Yumi were out of earshot.

"Is something bothering you Yumi," Maverick said as he and Yumi walked out of the gates to Kadic.

"Yes, yes there is," Yumi said as she turned to face Maverick with a worried look on her face, "I haven't dared to ask Jeremie, Aelita, or Odd because I know what they'll say."

"Why come to me over them," Maverick said confused, "They now you much better than I do."

"Yes but you are wiser than they are Maverick, I can see it in you," Yumi said, "And I know that you are a person who can give a straight and honest answer."

"I don't know about wise but I can give an honest answer," Maverick replied, "What troubles you?"

"It's Ulrich," Yumi said, "I've wanted to be with him for so long, but the thought of him breaking up with me after we became close is terrifying. That's why I told him we should just be friends, because I was afraid of what might happen if we got together and then broke up. I've also seen Jeremie and Aelita get into fights and I don't want that to happen to me and Ulrich. Even in the past Ulrich and I have gotten into fights over the stupidest things, but I can't stand to see him all alone. You know as well as I do that he rarely reveals his emotions. How am I supposed to know whether he is hurt inside by me distancing myself from him? I never wanted to hurt him but I'm afraid that I might have done just that. I don't know what to do."

"Yumi," Maverick said with a slight smile, "I can tell you this as a fact that Ulrich would never break up with you. It is true that both of you have behaved childishly in the past but both of you have matured. In the time that I have been here I have never seen you and Ulrich get into a fight. Ulrich loves you Yumi, I don't need my powers to know that. He yearns for you day and night and would travel to the ends of the Earth for you Yumi. If you are ready, go ask Ulrich out, he will be overjoyed."

"Thank you, thank you, thank you," Yumi said as she hugged Maverick tightly and kissed him on the forehead, which caused Maverick to blush a deep crimson. Yumi then let him go and ran back to Kadic, apparently to finally reveal her feelings to Ulrich.

Maverick smiled, happy that the two would soon be together.

"All in a day's work," Maverick said as he walked back to Kadic.


	8. Chapter 8 A Traitor to Humanity part 1

Chapter 8: A Traitor to Humanity, Part 1

(I don't own YouTube or Code Lyoko)

To Ulrich and Yumi's surprise Sissi had not shown any sign of anger or hurt when Ulrich finally got together with Yumi, in fact Sissi seemed to be becoming more and more attracted to William and William began to seem more and more attracted to Sissi.

A few days after the encounter with the Darkrezoa, the gang was relaxing somewhat. It was a bright sunny afternoon as the Lyoko warriors relaxed in the wreck room. Ulrich, Yumi, Sissi, and William were playing foosball while Sam and Odd were chatting about the new subdigitals CD. Jeremie and Aelita, who were doing what they considered relaxing, were scanning the internet for another one of the replicas that Xana had not reclaimed yet. Maverick was watching videos on YouTube on the Prototype ZX81.

"What are you watching Mav," Odd asked curiously as saw his friend click on a YouTube video.

Maverick responded by pulling his headphones out of the laptop and Odd heard the following come out of the superlaptop's speakers.

Deep British voice: I come from the net, infecting systems, peoples, and cities to this place, Megaframe, my domain. My Format, Virus, to corrupt and conquer.

"That blue robot guy sounds a lot like Xana," Odd said, "What is that show anyway."

(note: I do not own Reboot)

"It's called 'Reboot'," Maverick replied, "And that blue robot guy's name is Megabyte. He is the bad guy in the show. The show is about the adventures of the inhabitants of world inside a computer. The world is called Mainframe and its inhabitants are constantly at war with viruses and other dangerous computer programs."

"Sound similar to a place we have to go to regularly," Said Sam.

"I couldn't agree more," Said Jeremie, who had overheard the conversation, "By the way Maverick, did you have any luck locating the person who tried to destroy the scanners."

"Remember the girl that Odd and I gave a nosebleed too?" Maverick said.

"Who, Taelia?" Jeremie asked.

"Yep, that's the one," Maverick said, "Anyway, she is the only one who had barriers that prevented me from scanning her recent memories, so I'm pretty certain that she's the one serving Xana."

"Are you sure it's not something with your powers," Odd asked, "After all, you said yourself that your powers weren't completely installed."

"That did occur to me," Maverick replied, "But I haven't had any trouble scanning someone else's recent memories. What is more I've noticed a change in her."

"It's funny you should mention that," Aelita said, "Whenever she walks near me I get this sudden feeling of hopelessness and fear. And whenever she walks near some of the stupid boys like Nicholas they just stare dreamily at her, even though they used to ignore her."

"Yeah, she's changed somehow," Maverick said, "I can't put my finger on it but I can just sense something different about her. If she is on Xana's side than what I'm sensing are probably powers that Xana gave her."

"Well have to confront her and try to convince her to join our side," Jeremie said to Maverick, "But we'll need you with us in case she tries to attack us with whatever powers Xana is letting her use."

Later that day, 3 out of the nine in the group went looking for Taelia to try to convince her to join their side. Among them were Maverick, Jeremie, and Aelita. Jeremie would have brought the others but he didn't want Taelia to feel too intimidated or she might attack them as soon as she saw them approaching her.

It was after 3:00 that the group found Taelia sitting on a bench reading a book. Taelia closed the book and looked up politely at people who were approaching her, it was unlike her to be polite.

"Taelia may we have a word with you," Jeremie asked.

"Of course," Taelia relies politely, "But not here, we need a place where we won't be overheard."

Before Jeremie, Aelita, or Maverick could speak, or even move a muscle, Taelia used her powers to teleport them and herself to the factory.

Taelia, Jeremie, Aelita, and Maverick appeared on the factory floor. Maverick, Jeremie, and Aelita all jumped up into fighting positions after being startled by the teleportation.

"Relax, relax," Taelia said her falsely polite voice, "I didn't bring you here to fight, at least not yet, I brought you here so we could talk. I know why you want to talk to me and yes, I destroyed the scanners and I am working for Xana, now what is that you want to ask me."

"Before we get down to business," Maverick said before Jeremie or Aelita could say anything, "How come you destroyed the scanners and not the supercomputer, if you did then Xana wouldn't have needed to waist an attack on destroying it himself."

"You forget that Xana wants your powers Maverick," Taelia replied, "Xana had me destroy the scanners so you would teleport yourself and your friends to Lyoko. Xana thought that the teleportation process would weaken you and your friends enough so that the Darkrezoa could easily take your powers and then delete the lot of you with the scanners offline. Once again however you all managed to pull through, although with the help of Franz Hopper."

"What good would Maverick's powers do for Xana," Jeremie asked, "Xana doesn't have any D.N.A. much less the right sequence to contain Maverick's powers."

"And why in the world are you working for Xana anyway," Aelita blurted out.

"Xana has his methods of controlling Maverick's powers once they are obtained," Taelia said while polishing one of her fingernails, "However, I am not permitted to speak of them and as for me, I have been promised very large rewards for my services."

"Do you have any idea what you're getting into," Maverick shouted, "Xana's mission is to conquer and enslave humanity. As soon as he achieves his goal he will betray you turn you into his slave."

"I seriously doubt that," Taelia smirked, "If he wanted a slave then he would have possessed me with the Schypizoa instead of letting me roam about with my free will. What's more you weren't certain were you Maverick, that Xana was lying when he made his offers to you and your friends. Did it ever occur to you that Xana has never betrayed you before? When you were all fighting the Marabunta, Xana let you go when you finally destroyed the little slime balls. While Xana may have lied about his concern for minimizing human casualties, the offers he gave you for joining him were nothing but the truth."

"It doesn't matter whether or not we would be rewarded," Jeremie said, "What you are doing is evil. We will do whatever it takes to stop you and Xana."

"Suit yourself," Taelia replied, "But let me warn you, resistance is futile."

"And revenge is a dish best served cold," Maverick replied snidely, "After all that Xana has put us through, I think we're entitled to a three course meal of it."

Jeremie and Aelita nodded in agreement to what Maverick said and Taelia rolled her eyes.

"I'm wasting my time here," Taelia said shaking her head, "Go back to school all of you, I shall rejoin my master via the scanners and the digital sea."

And with that said Taelia teleported Jeremie, Aelita, and Maverick back to their dorms and then virtualized herself onto Lyoko.

Later that night the group reassembled in Jeremie's room and Jeremie, Aelita, and Maverick told them what happened.

"Any idea why she didn't kill you," William and Sissi asked.

"I'm not certain," Jeremie replied, "But I'm guessing Xana didn't give her the orders to kill us."

"Why not," Yumi asked, "All Taelia would have to do is get past Maverick's powers and it would be game over. No offense."

"None taken," Jeremie replied, "And you are correct Yumi. If Taelia got past Maverick, Aelita and I wouldn't stand a chance against the powers that Xana gave her."

"Then why didn't she?" Yumi asked, "She nearly defeated Maverick before, if she had gotten past Maverick than she could have easily gotten rid of two of Xana's enemies."

"Yumi you're forgetting a few things," Aelita said, "First, Xana wants Maverick's powers and the only way to subdue Maverick long enough to kill Jeremie and Aelita would be to kill Maverick. If Taelia did that then Xana would not be able to obtain his powers. Secondly, Maverick's powers have grown a lot stronger since they last faced each other so I doubt that Taelia would be able to even subdue Maverick for a few seconds."

"That's not entirely true,"

The entire group turned at Maverick's words. Maverick was leaning against a wall with a grim look on his face.

"What do you mean?" Aelita asked.

Maverick sighed and was silent for a few seconds before speaking.

"I was hoping that this wouldn't happen, much less have to tell you about it" Maverick said, "You know how I told you that my powers were only 98% installed."

"What about it," Jeremie asked.

"Well that last 2 percent was a stabilizing function," Maverick replied, "I didn't think I would need it but I guess I was wrong."

"What's so bad about not having it," Aelita asked.

"Without the stabilizing function" Maverick replied, "There is a risk that at any given time, my powers will become temporarily unusable, and if that happens during a fight on Lyoko Xana could easily use that moment to subdue me and take my powers."

"Is there any way they can be stabilized artificially," Jeremie asked, "I could activate a tower or two and use their energy to try to stabilize your powers"

Maverick shook his head, "Stimulating my powers with tower energy right now would give me my powers back when they give out but there is a risk that Xana could take over the tower and access my powers through its link to me. The only way to completely solve the problem is to find the Valhalla supercomputer and reinstall the stabilizing function."

"Has this temporary shutdown happened yet," Aelita asked.

"Yes," Maverick replied, "After the conversation with Taelia."

Jeremie and Aelita grimaced, if the shutdown had occurred just a little earlier, than Taelia would have probably sensed the weakness in Maverick's powers and chosen to attack. They were interrupted by a beeping noise coming from Jeremie's computer.

"Excellent," Jeremie said excitedly, "We've got the full coordinates for one of Xana's replicas, and it might be a little easier this time since it's one he hasn't reclaimed yet."

"We should probably go capture it now incase Xana is targeting the same replica," Ulrich said.

"Ulrich it's already dark," Sissi said, "If we go now then it will be past midnight by the time we are done."

"Yes but if we don't go now then Xana could take it," Ulrich replied.

"Ulrich's right Sissi," Jeremie said, "If we don't get the job done now then we might have another chance before Xana take the replica."

"Yeah but if we do this, classes will be huge pain tomorrow without enough sleep," William said.

"I might have a solution," Maverick said as he pulled a handful of little candies out of his backpack, "My father designed these for when he needed to work long nights. Each of you take one of them and eat it before bed, they make you sleep deeply so even if you only get a little sleep, you'll feel like got a good twelve hours of rest."

"Wow Mav," Sam said surprised, "First superpowers, now medicine miracles what other futuristic stuff do have."

Maverick pulled a strange looking pistol out of his backpack and tossed it to Jeremie before saying, "I made from scrap around the factory with one of my father's blueprints. Use it if Xana attacks you when we're on Lyoko."

"What is it," Jeremie said as he examined the weapon and the rest of the group raised their eyebrows.

"It's exactly what it looks like," Maverick said, "Just don't be trigger happy with it or it overheat."

"How come Jeremie gets one but we don't," Odd whined.

"Because Jeremie is defenseless when we are on Lyoko," Maverick replied, "And I haven't had time to make any more of them."

Odd was about to say something when Jeremie interrupted.

"Odd quit whining we need to get to the factory," Jeremie said, "We've wasted enough time already."

Maverick's blue highlights glowed under the crystal blue light of the digital sea as the skid sped off towards the replica.

"So Jeremie," Maverick asked, "Which replica are we taking control of this time?"

"I think it's the ice replica in Siberia," Jeremie replied, "I'm hoping that since Xana doesn't have control of it all of the robots that are there will be dormant."

"That would be too easy," Maverick said, "Xana will probably have some sort of auto defense system to prevent us from taking control."

"We'll just have to take it out then," Ulrich said while cracking his knuckles.

"Jeremie, we are approaching the replica," Aelita said, "Get ready to hack the lock."

"Already on it," Jeremie replied as what looked like a rubiks cube appeared on his computer screen. Jeremie typed some codes on the screen, and the cube began twisting and turning until each side had nine identical symbols.

"The lock has been picked," Jeremie said over the intercom, "You can enter the replica."

The skid rose out of the digital sea of the ice replica and latched itself to a tower.

"Okay, docking is successful," Aelita said, "Who are you going to send Jeremie?"

Jeremie thought for a moment before choosing.

"First off, I'm going to send only three of you to the supercomputer and leave five of you too protect the skid," Jeremie said, "I'm going to send Maverick and William since they don't have any experience with their Lyoko forms on the real world. I'll send Odd with them for the third person. The rest of you guard the skid and be prepared, there is chance that this replica could be Xana's next target."

"Roger that," Ulrich said as he climbed out of his navskid.

"Beam us up Scotty," Maverick said and seconds later, he, Odd, and William were teleported to Siberia.

Across the digital sea, a large ship in the shape of a stealth bomber was being loaded with ten evil looking creatures. Five of the creatures had been seen by the Lyoko warriors, the other five were new creatures that the Lyoko warriors had never encountered before. After these creatures, a large red jellyfish floated up the gangplank leading into the ship, followed by a pink-haired girl with a spiked whip, and then finally a caped black haired figured holding a holo-panel.

"Our destination, the Siberian Ice replica," Xana said before entering the ship.


	9. Chapter 9: A Traitor to Humanity part 2

Chapter 9: A Traitor to Humanity, Part 2

Disclaimer: I do not own Code Lyoko

Odd, William, and Maverick appeared into the middle of a harsh Siberian blizzard.

"Okay Jeremie were here," Odd said, "Mind giving us some directions, it's been a while since I was here."

"I'm uploading them now," Jeremie replied while looking at his radar, "Hurry up though, I'm detecting a large object moving through the digital sea, my guess is that it's Xana."

"On it," Maverick replied and a few seconds later the trio took off according to Jeremie's directions.

Aelita, Yumi, Sam, Sissi, and Ulrich all hung around the skid with bored expressions on their faces when Jeremie spoke to them over the intercom.

"Hey guys get ready for combat," Jeremie said, "I just located a large ship moving toward the replica that your are on and I'm pretty sure it's Xana."

"Finally some action," Ulrich complained, "I was actually starting to get bored."

"Be cautious guys," Jeremie warned, "We don't know how much strength Xana has gained since our last encounter, I hope I don't have to remind you how long it would take to reprogram the Skid."

About five minutes passed before the group was greeted with a rumbling sound as an enormous ship in the shape of a stealth bomber burst out of the digital sea. The warriors watched as the demonic craft flew over them and landed on the neighboring plateau. The ship landed and a handful of figures walked out a large door on its side. Among the figures were Xana, Taelia, the Darkrezoa, five tarantulas, and five of what appeared to be large gray scorpions. Each of the scorpions were the size of a pickup truck and each had two Xana symbols at the front of its body (a scorpion's head is fused with its central body) as well as two long stingers. The group continued watching as Xana talked to Taelia and the Darkrezoa before teleporting the two to the base in Siberia, after which Xana conjured what appeared to be a long cloud of dark smoke. Xana then jumped onto the cloud like it was a surfboard and shot toward the skid with his monsters.

The girls and Ulrich responded by charging at Xana. When each group was about 30 meters from each other, the tarantulas, the scorpions, and Xana stopped.

"This is the last time I will ask you," Xana growled, "Join me or be destroyed."

The Lyoko warriors responded by attacking. Yumi threw her fans at the scorpions who dodged them with surprising agility. Aelita tried to destroy a tarantula with an energy field but the monster shot the energy orb before it reached its target. Sam began to open fire with Uzis but a scorpion shot both of them with lasers from one of its stingers, causing the guns to disappear in a burst of pixels. Sam then pulled out her assault rifle and began to fire and was able to destroy a tarantula before her assault was also destroyed by the same scorpion.

"Sissi, see if you can cut off one of the tarantula's arms," Sam said.

Sissi nodded, ran forward, and cut off one of the tarantula's arms at the elbow before she destroyed it with a blow to the head. Sam ran forward and picked up the tarantula's arm and looked at the severed end. In the middle of a bunch of black wires, Sam noticed a single red wire. Sam aimed the arm at a tarantula and pulled on the red wire, causing the laser cannon to fire. Sam decimated the remaining tarantulas with her new weapon. The others however, were not faring so well, Ulrich and Yumi had been devirtualized after trying to attack Xana, and Aelita had been nearly devirtualized when a scorpion had dragged her in from a sticky harpoon it shot from its second stinger and tried to tear her apart with its claws, but she was saved by Sam who shot the scorpion in both eyes with her improvised weapon.

Xana charged at Aelita but was blocked by Sissi who engaged him in a fierce sword fight. Xana normally would have destroyed Sissi without effort but her fire powers proving more difficult to counter than he thought. Every time he swung his sword at Sissi she would knock it out of the way and launch a fireball at him. And each he used his sword to block the fiery projectile he nearly be decapitated by Sissi's sword.

"This is starting to get really annoying," Xana thought, "Time to bring in some reinforcements."

***meanwhile at the Siberian base

"Still creeps me out a little bit," Odd said as he, Maverick and William entered the room that contained Xana's combat robots.

"Why," William asked, "They're all shut off."

"Yeah they might be," Odd said, "But the last time I was here they all turned on about 30 seconds after I entered the room."

"Sorry to interrupt your fascinating conversation," Jeremie interrupted, "But Xana has landed on Lyoko and he has just sent Taelia and the Darkrezoa to the base so please hurry to the supercomputer before they appear."

No sooner had Jeremie finished saying this than Taelia and the Darkrezoa appeared in the midst of the robots, and as soon as they appeared, every single robot turned on and began to aim their guns at the Lyoko warriors.

"RUN," Maverick shouted before the three fled down a hallway to escape the barrage of lasers.

The trio ran down a number of hallways before they finally found the supercomputer room, upon which Maverick used his powers weld the door shut.

"That's not going to hold for very long but it's the most I can do," Maverick said before running over to the control panel, "Jeremie, tell me how to operate this thing."

"There's no use in taking control of it," Jeremie said, "Xana's robots are nearby so if we take control of it then they will just take it back before my anti-Xana programs have time to take effect. Instead I'm going to help you set up a link between that supercomputer and ours, once we have drained all of Xana's leftover data from it, destroy it."

Maverick was about to reply when the door to the room shook. Maverick began typing away furiously as Jeremie gave him instructions on the link setup. He was almost done when the door to the room exploded and Taelia, the Darkrezoa, and a squadron of robots walked through the door.

Odd, William, and Maverick were each about to attack when Taelia stepped forward, raised her hands and shot a thick pink mist at each of the boys. Odd was completely paralyzed by the mist and stood looking at Taelia stupidly as if they were in a trance while William struggled to stay focused. Maverick smelled the pink mist and realized what was happening. The mist was composed of pheromones that mentally paralyzed any weak-minded male to the point where they would become Taelia's mindless servant.

"Odd snap out of it," Maverick and William shouted.

"Must...serve...the queen," Odd said in a weak voice as he walked toward Taelia and got down on one knee.

"Taelia you have three seconds to let him go," Maverick spat while charging a bolt of dark fire.

"I don't think so, it's a shame it doesn't work on everybody" Taelia said in a mock-baby voice while she signaled for the possessed Odd, the robots, and the Darkrezoa to attack.

Maverick and William were about to attack when Jeremie spoke through the intercom.

"William you can attack, Maverick finish the link on the supercomputer, Taelia is just trying to buy time."

Maverick ran over to the control panel as William activated his silver rage and did his best to hold off the small army in front of him. Maverick followed Jeremie's last instructions until he was ready to start the link but just as Maverick was hitting the enter key, Taelia broke through shot a cloud of dark mist into the control panel. Maverick responded by throwing a bolt of dark fire at Taelia and while she was trying to block his attack, Maverick yanked an electrified cable out of the Russian supercomputer zapped Taelia with it, sending her back to the replica. Seconds later William was taken out by the robots after he successfully sent the Darkrezoa and the possessed Odd back to the replica.

"Maverick, hurry up and destroy that thing," Jeremie shouted, "Xana just summoned ten mantas on the replica."

"I'd love to Jeremie," Maverick replied, "But I don't know how."

"Yank the red and blue cables out of their sockets and then touch them to each other," Jeremie instructed, "That will cause massive short circuit that will fry the entire thing."

Maverick yanked out both cables and connected them. The whole supercomputer exploded into a heap of fried circuit boards.

***back on the replica

Maverick, William, and Odd all woke just in time to see Aelita and Sam sprinting back to the skid as the sector began to dissolve.

"Where are the others," Maverick asked as Aelita and Sam climbed into the Skid.

"They got devirtualized," Aelita replied as she broke the Skid away from the tower and plunged it into the digital sea, "Xana's new monsters are pretty tough."

"What new monsters?" William asked.

"I'll explain when we get back," Aelita replied.

"So Xana's still got a few tricks up his sleeves," Jeremie said after the others had rejoined him in the factory, "We'll have to be careful that Odd keeps his distance from Taelia."

"What about the data we got from the other supercomputer?" Yumi asked, "Anything useful on it."

"Actually yes," Jeremie replied, "The data that you gathered, combined with the data from the supercomputer we took control of earlier, has given me means to create an interesting program. If I can activate a tower, than I can use its energy to recompile the code I have into a program that, when run inside a replica tower will automatically link the replica's supercomputer to ours."

"So we won't have to be teleported to Earth anymore," Aelita asked.

"Only if the program works," Jeremie replied, "If it does then it's 'into the replica type in the code and then get out.'"

"What about the thing Taelia sent into the replica's supercomputer," William asked, "Did it download onto our supercomputer."

"It might have," Jeremie said, "But so far I haven't detected anything unusual in the data I've received, if it did download than we need to be on our guard for whatever Xana is plotting."

And with that the group headed back to their dorms while Jeremie worked on the program.


	10. Chapter 10: Code Assimilate

**Sorry it's taken me so long to update, I have a French class that I'm have to take this summer and it has been really time consuming. That given, my updates might take a little longer than usual.**

**-Ownage Imminent**

Chapter 10: Code: Assimilate

Disclaimer-I don't own code Lyoko

The group was eating breakfast in the Cafeteria two days after Jeremie had gotten the codes for his new program.

"So it's ready to be compiled," Aelita asked.

"You bet," Jeremie replied, "I've rearranged the codes, all we have to do know is run it through a Lyoko tower and we will have a new program to work with."

"What are you going to call it," Ulrich asked.

"Well," Jeremie thought for a moment, "Considering that it's a program to combine our computer power with that of other supercomputers, I think a fitting name would be Code: Assimilate."

"Sounds like a fitting name," Yumi commented.

"I agree," Odd replied between shoving large clumps of food into his mouth.

"I'm assuming you plan to do this after classes," Maverick asked.

Jeremie nodded and when everyone was done with their breakfast they headed off to class.

The day went on as usual, classes were dull, and the teachers didn't make them much more interesting. The only thing that happened that is really worth noting is that Maverick had a good time zapping Odd with his powers whenever Odd would fall asleep in class. Eventually classes ended, and the group headed off to the factory.

Transfer, Scanner, Virtualization

The desert sector was calm and peaceful as the Lyoko appeared in groups and landed on the digital sand.

"Okay Jeremie," William said after he landed, "We're here, tell us where to go."

"Head for the tower that is twenty degrees south southwest," Jeremie said over the intercom, "It should be within sight."

The Lyoko warriors looked in the direction Jeremie had given them and saw the dim blue outline of a dormant tower.

"Roger that Jeremie," Yumi replied when she saw the tower, "Could you bring up our vehicles."

"Already done," Jeremie said as the Overbike, Overboard, Overwing, Overhaul (the Harley Davidson motorcycle, in case you don't remember), and the Overdrive (the hovercraft) appeared in front of the Lyoko warriors. Ulrich and Yumi rode solo on their vehicles but stuck close together, Aelita paired up with Maverick on the Overdrive, Sam went with Odd on the Overboard, and Sissi paired up with William on the Overhaul. After pairing up the group sped off toward the tower. The tower itself was in a unique location, for it sat in the middle of a forest of stone pillars and stone plates sticking out of the ground. After about five minutes, the group got to the tower, but not without alerting someone else of their presence.

"Okay Jeremie were at the tower," Ulrich said, "What do we do now?"

"Send Aelita into the tower," Jeremie replied, "I'll go over the procedure with her and we will start to compile the codes we have into our new program."

No sooner had Aelita entered the tower than three blocks, three crabs, the Darkrezoa, and Taelia appeared outside of the stone forest and began to march towards the tower.

"Heads up guys," Jeremie warned, "Xana obviously know that we're up to something because he just sent Taelia, the Darkrezoa, and some monsters after you."

"Roger that," Ulrich and Yumi said at the same time as they pulled out their weapons.

The rest of the warriors also prepared their weapons and waited, scanning the area for Xana's troops.

While Aelita was in the tower loading the codes, the group kept scanning the area when they all heard a single loud pulse from somewhere in the distance.

"Jeremie what was that," William, Sissi, and Odd asked.

A red exclamation point came up on Jeremie's screen.

"Not now," Jeremie groaned, "Guys be careful Xana just activated whatever he downloaded into the supercomputer and according to my readings it looks like he tampered with the life point program."

"Which did he do too it," Sam asked.

"According to these readings if any of you get hit just once then you'll be devirtualized no matter what monster hits you," Jeremie responded while trying to fix the program.

"WHAT," Sam, Sissi, and Yumi shouted.

"So it's one-hit elimination, big deal," Maverick said to himself, "It could be worse, all we have to do it act like each monster is a megatank, we can still win this if we use a proper strategy."

"Maverick's right you guys," Jeremie said, "If you guys stick with stealth and ambush the enemy when it has its back turned than this still shouldn't be that hard. In the meantime, I'll try to get you your life points back."

"Alright then," Ulrich said, "We should split up into groups. Odd, Yumi, and Sam, you all have long range attacks. You guys find the crabs and pick them off from long range. William and I will take care of the blocks. Sissi and Maverick, you two should stay here and guard the tower. If all goes as planned, we should be able to pick off the weak monsters until we have just Taelia and the Darkrezoa to take care of. Once they're the only ones left we will regroup and ambush them."

The group agreed to Ulrich's strategy each group set off to their respective areas while Jeremie filled Aelita in on what was going to happen.

Three Crabs made their way, through the stone forest, constantly scanning their surroundings for their enemies. As they were walking, a small silver dart shot past them and hit a nearby rock. Instinctively, all of the crabs turned toward the area that the shot came from but saw nothing, then, when they were least expecting is, two fans shot toward them and sliced the symbol on one of their teammates who soon exploded. The two remaining crab turned toward the attacker but were unable to hit their enemy before it vanished back among the forest of stone plates. The two remaining crabs panicked and began to fire shot after shot at the stone plates, shattering them with ease, but each time a plate crumbled to reveal an enemy, that enemy would sprint back into the huge stone forest. After many laser shots another crab fell, this time by a spray of bullets. Being the only one left, the last crab was not that calm, it kept shifting its position and shooting at the slightest sound. But then, much to the crab's surprise, the purple cat-thing that Xana had spoken of came out of nowhere and just leaned against a pillar staring at the crab. The crab immediately shot at cat-boy. The cat-boy simply stepped out of the way and the laser hit the base of a stone pillar. The cat-boy the stuck its tongue out at the crab, enraging the crab so that it did not notice that the huge stone pillar it had hit was leaning toward the crab and by the time the crab noticed the imminent danger, it was not able to move out of the way in time, resulting in another case of extreme ownage.

Three blocks scuttled through the stone forest toward the tower that their master had directed them toward. Before long the blocks heard a sound, it sounded like the constant clashing of metal against metal. The blocks followed the sound until they came upon a sight that they were not expecting. The three blocks saw three samurai fighting each other in a clearing. This thoroughly confused and slightly amused the blocks, why would one of their enemies use his triplicate power so he could fight himself, it was illogical but very amusing. The blocks had never experienced what humans call fun, but watching an enemy fight himself was very fun, so the blocks simply stood there and watched. They were hidden so they were not in danger and if their enemy noticed them they could attack. And so the blocks watch for about 30 seconds, not realizing that what they were watching was a distraction. Silently, a silver-clad warrior with a large sword slowly snuck up behind them and because the blocks could only use one eye at a time, they could not see him. Two of the blocks turned around at the sound of an explosion, but saw only debris where one of their comrades had been, and before the remaining two could turn around their eyes were pierced by the katanas of two of the samurai. The three samurai then fused into one and were joined by the silver warrior. The two warriors high-fived each other and were about to head back to their friends when a barrage of lasers and a spray of thorns decimated both of them. Seconds later an enormous red jellyfish and a pink-haired girl carrying a thorn whip entered the clearing.

"Blocks are not the most intelligent of our soldiers," The pink-haired girl said.

"The ssame is true for some of our enemiess," the jellyfish hissed, "You would think they would be a little more cautious with so few life-points."

The pink-haired girl nodded before leading the way to the tower, the jellyfish following her.

***meanwhile

Sissi and Maverick were sitting outside the tower waiting for the others to return.

"Maverick do you believe in forgiveness," Sissi asked.

"All evils can be atoned for," Maverick replied, "Why?"

"Oh no reason," Sissi muttered.

Maverick could tell she was lying but didn't pursue the subject and the two sat together for a few more minutes before Sissi spoke up.

"I thought you could tell when a person lied," she said with a hint of irritation.

"I could tell that you were lying," Maverick replied, "however my powers aren't strong enough to read personal thoughts, therefore, I didn't know that you wanted to continue the conversation. I'm perfectly willing listen to your concerns if something is troubling you."

Sissi was quiet for a few moments before she spoke again.

"Do you think I'm doing enough to atone for my past sins," Sissi asked.

"I'd say that risking your life to save the world from a demonic artificial intelligence is a good penance, besides the group has forgiven you for what you did to them in the past," Maverick replied.

"I know," Sissi replied, "But sometimes I feel as though I haven't done enough."

"You shouldn't be so hard on yourself," Maverick replied, "You're doing more than enough right now to atone for your wrongs."

"Heads up you two," Jeremie called over the headset, "Odd, Sam, and Yumi managed to survive their mission but Ulrich and William weren't so lucky. Taelia and the Darkrezoa got to them when they weren't looking and are now headed in your direction. I'll tell the others to get back to the tower and give you two some backup."

Maverick and Sissi readied their weapons and stayed alert for any sign of their enemies. Within a minute they were joined by Odd, Yumi, and Sam.

"Jeremie how long until the program is compiled," Yumi asked as she and the other began scanning for their enemies.

"About 2 minutes," Jeremie replied, "Watch out Taelia and the Darkrezoa have just about reached the tower. Whatever happens don't let the Darkrezoa hook up to the tower."

Odd, Maverick, Yumi, Sissi, and Sam froze, ready to fight at a second's notice. Within five seconds the Darkrezoa and Taelia came out of the stone forest and began to attack. Taelia shot a spray of thorns at the group who block them. Maverick shot a black hole at his two foes, but it only slowed them down and weakened the Darkrezoa's shield until it collapsed. Yumi, Odd, and Sam unleashed their attacks on the Darkrezoa but did little to weaken its shield. Sissi ran forward and slashed madly at Taelia who dodged and blocked her attacks. After dodging a few close calls Odd and Sam were finally devirtualized by the Darkrezoa's lasers. The Darkrezoa smacked Maverick and Yumi aside as it headed for the tower.

"No!" Maverick shouted, realizing their program was about to be lost, SUPER RIFT."

Maverick shot toward the Darkrezoa and slammed into with all his force. The Darkrezoa was knocked 10 ten meters away from the tower but merely cackled as it began to shoot at Maverick.

"Wait your turn human," the Jellyfish sneered, "Your powers will be Xana's before long."

"Then I pray that they don't fail me know," Maverick growled. "Powers activate."

Maverick activated his powers and used them to charge a beam of digital energy. Seconds later he shot the beam at the Darkrezoa who also fired its lasers at Maverick. Maverick's beam disintegrated the Darkezoa's lasers and shield, but the Darkrezoa itself managed to move out of the way and dodge the blast. This proved to be a little useful to Maverick as the beams hit Taelia instead of the Darkrezoa and devirtualized her as she took out Odd, Sissi, and Sam with her whip.

Maverick fell to the ground as the exertion of his powers caused a power shutdown and in a few seconds the Darkrezoa was right in front of him.

"Not so powerful now are you?" the tentacled fiend chuckled, "My master will be pleased to know that there is a way to shut off your little surprises."

Maverick only snickered as the Darkrezoa was annihilated by to fans from a warrior it had lost track off and it burned into a pile of pixels as it unwillingly returned to its master.

"Looks like it got a little sidetracked," Maverick snickered as he walked over to Yumi, "He really could have gotten to the tower if he had tried."

"It's nice when the enemy makes a mistake for a change," Yumi smiled, "Hey Jeremie, how is the program going."

"Its complete and ready to run," Jeremie replied, "You guys did a good job keeping them away, I'll bring you all in."

"What about the life-point bug that Xana used," Maverick asked.

"I think that I might have found a way to fix," Jeremie replied.

Yumi, Maverick, and Aelita smiled as they were devirtualized. The entire group had good hopes for their new weapon.

**Remember all reviews are welcome don't be shy to tell me what you think.**


	11. Chapter 11: New Enemy, New Territory

Chapter 11: New Enemy, New Territory

Disclaimer: I do not Own Code Lyoko

Claimer: I do own Maverick

"You said you found a solution to Xana's life-point bug," Yumi asked as she, Aelita, and Maverick came out of the elevator.

"I think so," Jeremie replied, "Xana used some pretty advanced code, so I'm not completely sure if the life-point program will be fully repaired."

Jeremie ran the program and after about a minute the results came up saying that the life point program was 100 percent repaired.

The Lyoko gang let out a sigh of relief.

"That looks like it went better than expected" Ulrich commented, "When are we going to use our new program."

"I think we've done enough for today," Jeremie said putting his down his headset, "We can try it out tomorrow, for now we should go get some dinner."

"Yeah, Odd stomach could implode at any second," Ulrich joked, "That could cause the end of all things as we know it."

Ulrich's comment got him a few laughs and a glare from Odd before everyone headed off to the cafeteria.

"Out of meatballs what shame," Maverick chuckled as he sat down.

"Say that again and you're dead meat," Odd threatened.

Maverick snickered and began to eat with the others when a boy of Odd's height walked over to them followed by Nicholas and Herve. He had very short brown hair, stupid looking fats lip and had the appearance of someone who doesn't take no for an answer.

"My friends tell me that the nine of you have been up to something lately," the boy asked, "You should tell us before you get yourself into trouble."

"I'm afraid that's none of your business," Jeremie replied curtly, "You have don't have any business sticking your nose into what we do whoever you are."

"My name is Colin for your information," the boy replied, "And I think it does it is my business if all of you are hiding something from the school."

"Look," Maverick said rolling his eyes, "Just because you managed to get those two idiotic sidekicks doesn't mean you're intimidating, so for your own good, buzz off if you know what's good for you."

"Um… we'll see about that," Colin replied stupidly before walking away, "Yeah, we'll see about who's intimidating when we find out what your little secret is."

"Well that was odd," Odd said, "Let's hope that guy isn't serious."

"I'm afraid he probably is serious," Sissi said, "If managed to get Nicholas and Herve as his sidekicks then there is no way he'll leave us alone."

"We'll cross that bridge when the time comes," Ulrich muttered.

***The next day

Knock, knock, knock

"Come in," Maverick said as he leaned on his bed reading an issue of _Popular Mechanics_. The door opened to reveal Aelita who walked in and sat down on the edge of Maverick's bed.

"Maverick can I talk to you for a second," Aelita asked with a slightly anxious look on her face.

"Sure, what do you want to talk about." Maverick replied closing his magazine.

Aelita was silent for a moment before speaking, "I know that you and Jeremie talked things over a while back, and I know that both of you decided to try to keep me occupied so that I wouldn't feel torn between you two."

"How did you know?" Maverick asked with raised eyebrow.

"I don't have to be psychic to figure these things out." Aelita replied, "Ever since you and Jeremie spoke to each other both of you have become distant too me to try to not make me feel torn but all it did was make me miss both of you."

"I'm..sorry Aelita I didn't think that would be the outcome," Maverick stuttered.

"Maverick I'm not blaming you," Aelita said sweetly. "I came here to tell you that I have made a decision."

"That's wonderful," Maverick said smiling, "Who?"

Aelita sighed before speaking again, "Maverick first you must understand that I have always loved you just as you loved me. You were always there for me, you always knew how to make me smile, and you were my only friend for most of my life. But times have changed and Jeremie and I are already off to a great start, that is why I have chosen him."

Maverick smiled, "I will never think any less of you Aelita, my only wish is that you will be happy."

"Thank you Maverick," Aelita said planting a kiss on his cheek. Right after she did so, her phone rang

"Hello, oh hi Jeremie….yes….okay meet you there."

Aelita hung up and spoke to Maverick, "Jeremie has located another replica, it's time to test out code assimilate."

"Let's go," Maverick said getting up and following Aelita out of his room.

As soon as the two had left the hallway, Herve came out of a broom closet holding his cell phone.

"Hey Colin, this is Herve, targets are on the move, I repeat, targets are on the move."

***Later

"Navskids away,"

First the first time in a while, Xana had bothered to put a force of his aquatic creatures into combat, a smart move since the Lyoko warriors were a little rusty on their fighting skills in the digital sea.

"Smoked salmon coming right up," William said as he locked onto an eel and fired. But at the last second the eel took a sharp turn and dodged the attack.

"DANG IT," William shouted as the eel came around for an attack but was obliterated by Aelita who shot it with the skid's main guns.

Ulrich, Sissi, and Maverick were having worse luck than William as they being pursued by a trio of sharks. Sissi was of little help since she was panicking out of her skin.

"FOR GOD'S SAKE MAVERICK WILL YOU JUST USE YOUR FRICKIN POWERS," Ulrich shouted at his friend

"WERE GOING TO DIE, WERE GOING TO DIE," Sissi shouted as her shields were now at 20 percent.

"Sissi stop panicking," Maverick snapped, "Hit the big red shiny button and that will send your ship back to Aelita were you can recharge your shields."

Sissi obeyed and fled back to the safety of the Skid while the two boys covered for her.

"And Ulrich," Maverick continued, "I've already told you, if I uses my powers in the digital sea it might react to the energy of the digital sea and cause an explosion big enough to destroy us and even if that didn't happen if could short out our navskid's energy and then we would be sitting ducks."

"I know that," Ulrich snapped back him while dodging a enemy torpedo, "but we have to do something or we'll be drinking the digital sea and you know the others have their hands full so we can't call the for help."

Maverick sighed he never liked to take risks that endangered his friends, He preferred to keep everyone safe and operate on a safe playing field, but things right now were far from safe and if he did nothing than he and Ulrich were almost certainly be captured by Xana.

"Alright I'll use them," Maverick said, "But be prepared to run like hell, if what I think is going to happen happens than we won't have much time to warn the others."

Maverick concentrated and summoned his powers, turning his eyes crimson. After charging the right amount of energy Maverick let it loose hurling a heavy bolt of lightning at the following monsters, deleting them instantly. But, as he expected the lightning did more than that, it mixed with energy from the digital sea and exploded into a massive storm of electricity and blinding virtual energy.

"RUN!" Maverick shouted and Ulrich did not need to be told twice.

A little ways across the digital sea, the others fighting off Xana's hoard of sea creatures when they heard a massive explosion and saw a blinding light from across the digital sea before Ulrich and Maverick shot into view shouting at the top of their lungs for the others to run. While the Lyoko warrior high-tailed it away from the roaring shockwave, Xana's monsters hesitated a little too long and were demolished by the storm of the energy.

The Lyoko warriors sped through the digital sea until the shockwave that was pursuing them weakened and died.

"Okay," Yumi growled, "What did you two idiots do this time."

"Oh nothing," Maverick retorted, "I only saved all of your A.S.S.C.I's from complete oblivion by using my powers which caused a virtual explosion and took out all of those monsters."

"Well you could at least warn us next time," Yumi snapped back, Maverick just rolled his eyes.

"If you two are done fight you should know that we have reached the replica," Aelita announced, "Jeremie can you pick the lock."

"Lock-picking in progress," Jeremie replied as he began typing some codes on his screen and within about ten seconds the replica opened and the skid entered into it reveal it to be a forest replica.

"The Skid is docked," Aelita said as the skid latched onto a tower, "What's next Jeremie?"

"Head for the nearest towers and enter assimilation code, you can't use this tower since the skid is docked to it" Jeremie said, "But be on your guard, it will take about five minutes for the supercomputer to be under our control and Xana is likely to send someone to stop you."

After their vehicles were constructed, Maverick, Aelita, Sam, and Odd set off to the way tower while the others guarded the skid. Maverick and Odd took the overdrive while Aelita and Sam took the overboard. As soon the tower was in sight Taelia, the Darkrezoa, and two scorpions appeared.

"Taelia, Taelia, or is it still Talzana," Maverick mused, "Why are you so vicious."

"Must be that time of month again," Odd snickered. Both Sam and Aelita glared at him.

"Wow I'm just joking," Odd snorted, "You two don't have go all…."

Odd was unable to finish his sentence as Maverick clamped a hand over his mouth.

"If you finish that sentence you're only going to make it worse," Maverick whispered, "So quit it with the sexist comments or every girl in the school will be hunting you down."

Maverick let go of Odd as they and the two girls entered into combat.

Herve, Nicholas, and Colin stood at the opening to the factory right next to the cables the Lyoko warriors used to descend to the elevator.

"Huh so this is where those losers hang out," Colin muttered.

"Yeah, we caught Aelita and Odd making out here once before," Nicholas said, "No one believed us though."

"That's not what we're here for idiot," Colin snapped, "We're here to find out what they are doing so start looking around."

The three boys walked over to the cables and slid down. Herve and Nicholas made it down fine but Colin lost his grip a few meters above the ground fell into large piece of metal that made a loud ringing sound when he hit it.

***Meanwhile

Odd, Sam, Maverick, Aelita unleashed a barrage of long range attacks on their enemies and their enemies responded likewise, the Darkrezoa began to fire its twin laser cannons while Taelia unleashed a spray of thorns from her whip. Before long the four Lyoko warriors were forced to take cover from their enemies.

"Were not even getting to them," Maverick hissed, "We need to at least get the scorpions to hold still or slow down."

"I'll do it," Sam said she looked out from behind the tree she was hiding and shouted "corrosion". A cloud of red dust shot out from her hand and surrounded the scorpions, rusting up their joints and making the immobile. The four then jumped out from behind the hiding spot. Sam and Odd took out the Scorpions while Maverick and Aelita began attacking Taelia and the Darkrezoa.

"Singularity," Maverick shouted as he shot a black hole at the Darkrezoa and this time it hit the energy shields of the Darkrezoa, leaving the jellyfish helpless as the vortex chewed away at its protective barriers.

***in the computer control room

"Nice shot Maverick," Jeremie cheered from his chair but was interrupted by a thudding sound from another part of the factory. Jeremie accessed the factory's security cameras and saw Colin getting up off the ground of the factory floor while, Herve and Nicholas laughed at him.

***back on Lyoko

"Maverick," Jeremie said over the intercom, "You're going to have to come back to Earth."

"Why what's wrong," Maverick grunted as he barely dodged a laser blast from the Darkrezoa.

"Colin, Herve, and Nicholas have found the factory," Jeremie replied, "I need you to come back and use your powers to either make them forget or scare them off. I would go up there and do something myself but I need to stay here and make sure Code: Assimilate works, and I can't use a return to the past or it will undo all the work we have done today."

"Alright," Maverick replied, "I'll be right there."

Before the others could even ask what he was doing, Maverick sprinted toward the Darkrezoa and Taelia.

"Self-destruct!" Maverick shouted when he was right next to his enemies. The blast was so powerful that it completely devirtualized Taelia and the Darkrezoa and caused the tower next to them to lean a few meters away from where Maverick self-destructed.

"All clear," Jeremie said over the intercom as Aelita entered the tower.

***On the factory floor

"So what's this," Colin grunted pointing to the elevator.

"I think it's some sort of service elevator," Herve said while examining it, "It's the one Aelita and Odd came out of last time so it might lead to where they're hiding out."

Colin sauntered over to the elevator and was about to press the button on it when the elevator activated by itself. Someone was on it and was coming up to the ground floor. After 10 seconds the elevator reached the top and stopped. Colin waited eagerly for it to open, and after about five seconds it did so. It opened to reveal Maverick standing on the other side his arms folded and his eyes a menacing blood red, something neither, Colin, Nicholas, or Herve had ever seen before.

"I warned you not to leave us alone, I warned you not to stick your nose where it doesn't belong, but you ignored me." Maverick said in a mock bad guy voice meant to put them on edge, "And now you must pay the price."

"Oh yah," Colin snickered, "There's only one of you and three of us. We'll just beat you up until you tell us what you and your friends are up too."

"Oh this is going to be fun," Maverick laughed as he took a fighting stance.

**(Don't try this at home, Do it at someone else's house)**

Colin charged first and threw a punch at Maverick who ducked, elbowed Colin in the stomach, and used Colin's own momentum to flip him over himself and slam him on the floor. Herve charged at him next but Maverick blocked his feeble punch and socked him the face before kneeing him in the stomach and knocking the wind out of him. By this time Colin was already up and he and Nicholas were charging at him from opposite sides. Maverick responded by stepping out of the way and let the two slammed into each other before sideswiping their legs out from under them. The two crashed to the ground and Maverick, who was not so low as to beat them up while they were on the ground, waited for them to get up.

"Had enough yet," Maverick sneered as the three idiots stood up.

"No," Colin replied coldly, "As a matter of fact we haven't."

"Well I'm getting bored," Maverick yawned, "I'm afraid I'll have to ask you to leave."

"Yeah right," Colin snorted as he, Nicholas, and Herve prepared to attack.

Before they could attack Maverick stomped his right foot down on the ground, using his powers to create a shockwave that sent the moronic trio flying back into a wall.

"What was that!" Colin shouted wide-eyed as he, Nicholas, and Herve got up again.

"Also none of your business," Maverick growled, "I advise you to leave before you get yourself hurt."

"Dude maybe we should just call it quits before we really piss him off," Nicholas muttered

"NO!" Colin shouted, "Not until he tells us what he and his friends are up too."

"Fine," Maverick said, "We'll do this the hard way."

Maverick held his hands out in front of him and started channeling electricity through them. Colin and the others however refused to move, obviously thinking his powers were some sort light trick. Noticing their stubbornness, Maverick began firing electricity into walls around them. This was finally enough to scare them and they bolted out of the factory. The threat gone, Maverick stopped accessing his powers and his eyes became blue once more. Even though they had seen his powers Maverick was not worried since no one would believe them if they talked about it.

Maverick's cell phone rang as soon as Colin, Herve, and Nicholas had left the factory.

"Hello," Maverick said.

"Nice job Maverick," Jeremie replied from the supercomputer, "I saw the whole thing on the security camera's and I gotta say I don't think those three will not bother us for a while. Anyway I just wanted to let you know that Code Assimilate worked and we know have another supercomputer at our disposal and this one is very powerful. With any luck we'll only need a few more before we have enough computer power to locate the Valhalla supercomputer."

"Excellent." Maverick grinned, "So what do we do now?"

"You guys can go back to the dorms if you want to." Jeremie said, "Aelita and I will stay here and start the scan for the next replica."

"You do that," Maverick replied, "She chose you by the way."

"WHAT!" Jeremie yelled in surprise.

"Yep," Maverick replied, "I'll let you two catch up on each other. It's been a long day for me so I'm going to go play some video games."

And with that, Maverick ended the call and went back to the dorms to exercise his thumbs.


	12. Chapter 12: The Practical Joke

Chapter 12: The Practical Joke

Maverick woke up to a beam of sunlight hitting him directly in the eye. It had somehow managed to find its way through the curtains and posters he had stacked to prevent the sun from waking him up on Sundays when he was actually able to sleep in. Even though it was currently Monday, it still annoyed him.

Yawning, Maverick swung his feet over the side of his bed and onto the ground when….

"SNAP SNAP."

Maverick yelped as two mousetraps snapped onto his toes as soon as his feet touched the ground. Maverick quickly removed the traps from his feet and stormed over to his dresser, too annoyed and still too sleepy to figure out who set the traps. However, he was in for another surprise because when he opened the door to his dresser a jet of water squirted him in the face. Someone had rigged a powerful squirt gun to fire when the dresser was opened. Now more than annoyed, Maverick used his powers to dry himself, threw on his regular attire of an American t-shirt and jeans and opened the door to his room. In doing so however Maverick triggered the final trap that awaited him. A bucket perched on top of his door which had been left a crack open by the intruder that set the traps, tipped over and drenched Maverick in a cocktail of maple syrup, ketchup, mustard, and vegetable oil, turning his blonde streaked hair into a multitude of colors.

This was crossing the line, only one person would be stupid enough to pull something like this on Maverick, that person was Odd Della Robbia.

"You're a dead man Odd," Maverick shouted as he chased Odd through the halls of one of the dorm buildings.

"You'll have to catch me first slow poke," Odd taunted as he sprinted away from his now multicolored friend, "For someone with superpowers you sure don't a lot of speed."

"Oh really," Maverick replied sending power energy to his legs, "I guarantee you will regret saying that."

Odd sprinted down the long main hallway of the dorm buildings and eventually reached the end of and turned around to see Maverick barreling down the hallway at him. Odd waited until Maverick was only a few meters away from him and then at the last moment leapt out of the way. Despite having special powers, Maverick was still unable to slow down enough in time. In fact he was barely able to slow down at all before he slammed into the wall leaving an enormous crack going down the middle. Any ordinary human would have been hurt or knocked out from such an impact, but Maverick was not an ordinary human and was protected from the impact by use of his powers. Right after Maverick hit the wall, Odd sprinted back down the hall to get away from Maverick and by the time Maverick had gotten up, Odd was already gone.

Maverick looked at his watch, breakfast would be starting soon so he wouldn't have time to find Odd again. Sighing he used his powers to repair the wall he had damaged and then used them to clean his hair of the contents of the bucket that had fallen on him earlier. Once this was done he headed off to breakfast.

Maverick and Odd entered the cafeteria and walked over to their table. Maverick noted that Jeremie and Aelita seemed much closer since Aelita made her decision a few days ago. He was happy for them despite his feelings for Aelita, they really were a cute couple in his eyes.

"You and Odd are late," Ulrich said as Maverick and Odd sat down, "Did you two forget to wake up."

"No," Maverick grunted, "Odd pulled some nasty pranks on me and I broke a wall trying to catch him."

"What kind of pranks," Aelita asked with a raised eyebrow.

"Mousetraps on my toes, a rigged water blaster in my wardrobe, and a bucketful of condiments on my head."

"Ouch and Yuk," Ulrich replied, "I would have warned you but Odd never tells me what he's planning."

"Which is exactly why I don't," Odd smirked, "If I did you'd ruin everything."

The group ate and talked casually until Colin walked by. When Colin was only a few meters away from them, one of Maverick's eyes turned red and spark of electricity arched from his hand to Colin's shoulder. The electricity caused Colin to lose his grip on his tray and his food to tumble to floor, which in turn caused Colin to slip and face plant into the ground. While the entire cafeteria exploded in laughter, the rest of the Lyoko warriors glared warningly at Maverick.

"You idiot," Sam hissed, "People are going to figure out if you do that."

"What in the world," Maverick said, confused, "I didn't activate my powers, how did that happen."

Sam was about to respond when she noticed that only one of Maverick's eyes were red while the other was blue. Soon the rest group noticed as well. Before any of them could say anything however, Jeremie's laptop started beeping. Immediately the group cleared out of the cafeteria and started to head for the forest but were spotted by Jim.

"Oh no you don't," The P.E. teacher barked, "Classes will be starting soon, you've got no business running off."

"Meet us in the park after first period," Jeremie whispered to William and Yumi before they separated to go to their classes.

Whatever was happening was getting worse. Several times in history class objects such as books or pencils near Maverick would either glow or levitate a few inches off of their desks and Maverick had to struggle to return the objects to their normal state. He didn't know what Xana was doing but he knew it was affecting his powers and the more time that past worse it got. By the end of the class, Maverick and Ulrich, who was sitting next to him, had lost most of their pencils because they kept teleporting away from them. Finally first period ended and the group left for the park to meet Yumi and William.

"Jeremie, did you find out what Xana is doing," Yumi asked as the whole group gathered around the sewer entrance.

"No," Jeremie replied, then turning to Maverick, "Do you have any idea what's wrong with your powers."

"Well, my powers can be charged by activated towers," Maverick stated, " Xana is probably trying to overcharge my powers."

"And what exactly will that do," William and Ulrich asked.

"If I understand my powers correctly," Maverick replied, "A minor overcharge will cause my powers to activate by themselves, like what happened in class. A prolonged moderate overcharge will lead to death. But if Xana is doing what I think he is doing then he is trying to charge my powers until my body can no longer contain the energy and releases all of it at once. If that happens, it will be like setting off an atomic bomb."

The group stood silent for a moment, taking in Maverick's words until Jeremie spoke.

"Then we have no time to lose," he said, "We need to get to Lyoko as soon as possible."

"I think I'll stay out of Lyoko this time," Maverick said, "If my powers malfunction on Lyoko then it could throw all of us into the digital sea. I'll wait on the factory floor and try to slow down the overcharge process."

"Alright, then," Aelita said, "Let's go."

"Virtualization."

Odd, Ulrich, Yumi, Sam, William, and Sissi all appeared on a wide plateau in the middle of the Desert sector. Seconds later Jeremie virtualized their vehicles. Odd and Sam paired up, so did Yumi and Aelita, William and Ulrich rode solo and Sissi used valkyrie wings to fly. The Overdrive was not virtualized since Maverick was not with them.

"Okay guys, head north, the tower isn't that far away," Jeremie said over the com.

"Any monsters yet," Ulrich asked.

"As far as I can tell there are some mantas, a few megatanks, and Taelia." Jeremie replied.

"I really hate that wench," Odd said as the group took off.

"Don't we all," muttered Sissi who was flying nearby.

After a minute or two the group came in sight of the tower and were somewhat confused when they were unable to see the mantas. Aelita was the first to voice her confusion

"Jeremie, where are the….."

"Behind you!" Jeremie shouted, but it was too late. The mantas had already ambushed the Lyoko warriors, targeting their vehicles and Sissi's wings, sending all of their enemies to the ground before they had a chance to react.

The Lyoko warriors recovered as quickly as they could but could but had already fallen into Xana's trap. The mantas had caused the Lyoko warriors to fall right in front of the two megatanks and Taelia. Taelia slashed Ulrich into a pile of pixels in one stroke of her whip. The two megatanks immediately fired after her. The first one took out Sam, but the second one, which was aiming at William was destroyed when William activated his silver rage which bounced the attack right back at the megatank.

By this time the six mantas had already returned. Sissi was able to take out three with her fire rain power and Yumi and Aelita were able to take out the other three but not before they devirtualized Odd. William meanwhile was dodging Taelia's attacks having already destroyed the other megatank but spending his silver rage in the process. After a few seconds he was joined by Yumi, Aelita, and Sissi. Once together the four charged as one towards Taelia, overwhelming her before she could decide who to attack. After she was destroyed, Aelita bolted for the tower, entered it and deactivated.

***Meanwhile

The factory floor was covered with scorch and burn from where Maverick had used his powers.

"EERRRRRAAAGGHHHHH"

Maverick growled loudly as he let fly to beams of energy from his hands, smashing a wall to pieces. Maverick fell to his knees breathing hard, it didn't matter how much he used his powers, every bit of energy he got rid of was immediately replaced and then increased from the activated tower.

Maverick looked down at his body, he was covered from head to foot in painful boils that popped regularly releasing a glowing green goo. Maverick knew what it was but what hoping that he wouldn't have to see it. The green goo was a radioactive compound that his body made for storing his power energy. The compound leaking out of his body signaled the final stages of overcharge, before long his body would no longer be able to hold his energy and would soon release all of it at once.

Maverick got off of his knees and staggered over to one of the metal support columns of the factory. Once there, he aimed his hand at the column and began to hit it with energy. Before long the metal column was red hot and Maverick had to stop lest he cause the column to collapse.

Sighing, he then walked over to the next column and heated it to almost its melting point, feeling the energy build inside him all the while. Half way over to the next column, Maverick fell to his knees again, the pressure of the energy in him was becoming unbearable and Maverick began to feel dizzy. He couldn't faint, he mustn't faint, if he did he would no longer be able to contain the energy in his body. His vision began to go black, the pressure fierce. Seconds before he was about to collapse the pressure stopped, Aelita had deactivated the tower.

Maverick's cell phone range.

"Hello," Maverick grunted, still in pain from what had happened.

"Maverick this is Jeremie," Jeremie said, "Are you alright?"

"Not exactly," Maverick said, "My powers are completely shot. I won't be able to use them again unless you do a return to the past. Plus my entire body has been completely disfigured"

"Alright," Jeremie replied, "Everyone get ready."

Seconds later, an enormous white bubble engulfed the planet.

Maverick stood over Odd's bed with a bucket of ice water. The second time around he had avoided Odd's traps and then came to Odd and Ulrich's room to get his payback. Ulrich was holding a video camera, having decided to film what was about to happen.

"I've said it once and I'll say it again Odd," Maverick snickered, "Revenge is a dish best served cold."

Maverick dumped the bucket, and all hell broke loose.


	13. Chapter 13: Lost in the Swamp

Chapter 13: Lost in the Swamp

The factory, a few days after Xana's most recent attack.

"Alright Einstein what's up," Ulrich asked as the rest of the group filed out of the elevator. A few minutes ago, they had gotten a call from Jeremie that Xana was up to something.

"Xana has reclaimed another replica," Jeremie said slightly excited.

"And what is so unusual about that," Sam asked as she and Odd walked over to the left of Jeremie's chair.

"Well," Jeremie said, still with excitement in his voice, "As I told you on the phone I was getting some energy readings from the net. These energy reading come up whenever Xana is reclaiming one of his old replica's to increase his power."

"Then what are you so excited about," Odd asked, "You sound like a five-year-old in a candy store."

"What's so exciting," Jeremie said, " Is that the energy coming from the net is three times as strong as usual, meaning that Xana had to use a lot more energy to recapture this replica than he normally would. So based on this data, we can safely say that the supercomputer he captured is three time as powerful as an ordinary supercomputer."

The group looked confused until Maverick broke the silence.

"So what you're really saying," Maverick asked, "Is that this might be the last supercomputer that we need to take over."

"Second to last," Aelita said after reading the data on the screen, "Although it's a very powerful supercomputer it won't give us quite all the machine power we need to launch a net wide search for Valhalla. But if we are successful in capturing it, we will need only one more supercomputer to find Valhalla."

"Your forgetting one thing though," Maverick replied, who had a basic understanding of how the supercomputers worked, "Code Assimilate only works on uninfected replica's."

"That's what I thought," Jeremie said typing a few keys and bringing up another screen, "But looking back at the code I think if we activate Code Assimilate twice on this replica, it will be enough to take it out of Xana's control and then put it in our control."

"How do you even know where this replica is," Yumi asked, "As far as I can tell all you have are some energy readings"

"Xana's activity lit up the replica like a Christmas tree," Jeremie said, "Xana practically shouted its location to us."

"Let's go do it then," Maverick said cracking his knuckles as the rest of the group nodded in agreement before heading down to the scanners.

***Later in the digital sea

The journey across the digital sea was easier this time as the only monsters that the group encountered were a few sharks which Aelita was able to take out with the main guns of the skid. Before much time had passed, they reached the replica in question.

Even from the outside the group could tell the replica was large from the amount of space it took up in the digital sea. When the skid was close enough it shot out a beam at the Xana symbol and Jeremie began to pick the lock. After 30 seconds however, Jeremie spoke with an annoyed tone in his voice.

"Hey guys we have a problem," the blonde genius said, "Xana is using some new form of encryption that I can't crack. It looks like we might be locked out."

"Let me try something," Maverick said and the skid slowly rotated to let his navskid face the lock.

Maverick raised his hands and used his powers to sense the codes inside the lock. Inside his mind he saw an mass of symbols, letters, and numbers as he tried to find a code segment that matched what the lock requested. After a few minutes of digging through the codes, Maverick learned the computer logic that the program was using. One by one he used the computers logic to create the accepted symbols that formed the password and opened the lock.

"Nice work Maverick," Jeremie and Aelita said while the rest of the group were silenced in surprise of what Maverick had managed to do.

"I still don't understand how you walking brains manage to understand this stuff," Odd sighed as he saw the lock open.

"You must become one with the computer Odd," Maverick said while imitating a Zen stance in his Navskid, "One with the computer."

Odd just rolled his eyes.

The Skid entered the replica and witnessed an anomaly. Instead of coming out of the digital sea, the Skid came out of an opening in the sky and the group saw that the sector below them, was made of a single enormous plateau that stretched to all edges of the sector. It had no entrance to the digital sea except for the opening in the sky.

The entire sector itself was completely hidden in a blanket of fog. The only visible part of the sector were the tips of the towers that were just tall enough to poke through the fog.

"Jeremie are you getting this," asked Aelita who, like the rest of the group, was shocked by what she saw.

"Negative," Jeremie replied. "I can see what you can but I can't sense anything through that fog so I can't tell what is on the surface. However, it looks like Xana made this sector himself as opposed to copying a Lyoko sector. Be careful."

"Alright, I'm going to try to land at the nearest tower," Aelita said as the Skid descended into the fog.

The fog was so thick that Aelita could only see a few meters in front of her and therefore had no time to react when an enormous tree branch came out of nowhere and smacked into the front of the Skid, smashing off one off its engines.

"BRACE FOR IMPACT!" Aelita shouted as the skid was sent into a tailspin, hitting a few more branches before finally skidding across the muddy surface of the sector and coming to rest about 10 meters from the tower.

One by one the navskids opened and the Lyoko Warriors crawled out onto the sector, dazed by the crash landing. Maverick was the first to regain his senses and looked around. The sight that met his eyes was gloomy. Tall bare tree, sloshy green water, thick deep mud, and large patches of thickets. They were in an enormous swamp.

"What just happened," Jeremie said, "I can sense the skids signal but its weak."

"We just crashed and lost one of our engines," Maverick growled angrily, "And it's a swamp, the entire sector is an enormous swamp."

"Well that's just great," Jeremie sighed, "Aelita you're going to have to activate the tower near you in order to repair the skid. Maverick, I'm going to download the ability to use Code Assimilate onto your profile. You guys are going to have to split up into two groups. One will stay here and guard the skid while Aelita repairs it. The other group will go tower hunting. And Maverick, you've got the codes on your profile so don't get devirtualized."

"Understood Jeremie," Maverick replied, "Can you tell where the towers are at all, maybe just a general direction."

"Like I said," Jeremie sighed, "You guys are going to have to hunt for them, I can't sense a thing on my screen because of that blasted fog."

"Alright," Maverick said as he turned around to pick his comrades, "William, Sam, and Yumi, come with me. The rest of you know what to do, stay here and protect the skid."

While Maverick's group took off into the swamp, Aelita entered the tower to start repairs on the skid. Maverick decided that it would be best to not use vehicles since they would probably end up crashing into something the same way as the skid.

After 10 minutes of running around, jumping over thickets, avoiding pools of slime and fallen logs, Maverick's group finally found a tower without meeting any monsters. As planned, Maverick went into the tower and entered the assimilation code. The others meanwhile, waited outside. Yumi was pacing back and forth impatiently.

"You know Yumi if you keep that up you're going to wear a hole in your boots," Sam noted.

"I just don't get," Yumi muttered, "This is too easy, why haven't we seen any monsters yet."

"Who cares?" William shrugged, walking over to the edge of the swampy water and picking up a rock, "As long as no monsters appear this should be easy."

Bored, William chucked the rock into the swampy water. He began to turn around when He, Sam, and Yumi were startled by a low bubbling sound and turn around to see various spots of the swamp bubbling like a shaken bottle of soda. Seconds later, the bubbling stopped, and a single, slimy, humanoid figure rose out of the water and began limping toward the Lyoko warriors.

Acting out of instinct, Yumi hurled a fan at the creature, slicing its head open and scattering brains and blood into the water.

"Was that a zombie," William asked as Yumi and Sam walked over to him with their weapons ready, "We've never seen them before, they must be unique to this sector."

The three of them readied their weapons as ten undead figures rose out of the water and began hobbling over to the Lyoko warriors. William immediately ran toward the closest and sliced them down their middles while Sam created swiss cheese out of some of the zombies with her Uzis and Yumi decapitated several with her fans. In about five seconds all of the zombies were dead and the trio relaxed a little bit, but were soon put alert again after a chorus of low growling sounds came from the surrounding fog.

"Nice going William," Sam growled as the zombies began to emerge from the fog.

"Oh shut up," William retorted as he took a defensive stance, "How was I supposed to know throwing a rock in the water would do this?"

At that moment Maverick came out of the tower and almost jumped out of his skin when he saw the enclosing zombies.

"Did I miss something," Maverick said as he charged two bolts of sapphire-colored energy.

"Nothing really, only a bunch of fricken zombies appearing out of nowhere," Yumi replied as she started things off by decapitating two zombies, "Where do we go next?"

"No Idea," Maverick replied as he, William, and Sam started to attack as well, "But I say we clear an opening in these guys, run for it, and hope we find another tower."

"I suppose that's all we really can do," William grunted as he cleaved a zombie in half.

The four continued to fight, hoping the Zombies would clear up eventually, but for every zombie that was killed another appeared to take its place.

"I'm getting tired of this," Maverick said, raising his right hand after he blew the torso out of his 30th zombie, "SINGULARITY!"

The black hole shot out into the thick of the zombies and instantly consumed enough to make an opening. The four immediately took the opportunity and bolted away from the still large crowd of zombies. As they were leaving William got a little too close to a zombie and was clawed along his shoulder.

"Be careful William you just lost 25 life points from that one slash," Jeremie said, "These zombies might be easy to kill but they do a lot of damage if they get up close"

After another 10 minutes of wandering, the full force of Code Assimilate took effect, wrenching the sector from Xana's control and in turn clearing the fog.

"Finally I can see," Jeremie said from his computer chair, "You four aren't that far from another tower. Head a little to the east and you should see it."

The four Lyoko warriors followed the blonde's instructions and soon came to their second tower. Maverick ran inside and started the Assimilate procedure. The others waited outside as before.

"Hey guys, I did some research on these zombies," Jeremie said, "Only a certain number can be on the sector at once. If you kill them than they will continue to respawn but if you immobilize enough of them and let them live than no new zombies will appear."

"Got it Jeremie," William replied, "How far away are the zombies."

"They should be coming into view soon," Jeremie replied.

Jeremie's words were true. No sooner had he finished his sentence than zombies began to come into view. William and Yumi tensed as they waited for the Zombies to get closer. Sam tried to delay the Zombies somewhat by switching to her M16 and picking off the zombies at long range. However the inevitable happened and the Zombies soon got closer and Sam switched back to her Uzi's for close range.

When the zombies were close enough, each of the three did what they could to immobilize the hoard. William got up close and chopped off the arms and legs of a some of the Zombies, leaving nothing but a bunch of stumps with heads to writhe on the ground. Sam used her corrosion ability to petrify a third of the zombies into reddish-orange statues. Yumi use her telekinesis to push the zombies deep into the mud and prevent their legs from moving. In seconds it was done and every single zombie from the group that originally attacked them was immobilized.

However the peace lasted only a few seconds when three Scorpions materialized behind the group of zombies and began killing the immobilized undead, allowing them to respawn and attack. Sam and Yumi were unable to do much against the scorpions since most of their bodies were hidden behind the group of zombies. William was unable to do anything to far away because of his short-ranged attacks.

After all of the zombies had respawned and were able to move again the Scorpions focused their attacks on the three humans. Yumi suffered the worst fate as one of the Scorpions shot a sticky tentacle at her from its second stinger catching Yumi's right leg and dragged her into the horde of zombies before Sam and William had a chance to save her. If this was happening on earth, Yumi would have had her flesh cruelly and painfully ripped from her bones, but since this was a computer program she suffered the gentler fate of being devirtualized.

William was the next to go when, after being clawed two more times, suffered a headshot from one of the Scorpions lasers.

This left only Sam, who sprayed her enemies with bullets from her submachine guns, but was unable to prevent the zombies and Scorpions from gaining ground. At the last moment before the zombies were upon her however, Maverick came out of the tower and, seeing the state of the situation, simply grabbed hold of Sam by her arm and teleported the two of them back to the Skid.

***While this was all happening.

Things had been rather uneventful for Ulrich, Odd, Sissi, and Aelita, or at least things were while Aelita repaired the Skid. Soon after the repairs were complete, the entire swamp around them began to bubble like some witch's potion from a fairy tale. Soon after the bubbling started, Zombie's started to come out of the fog and attack the four of them.

They were now losing ground fast.

"Who are you, frickin Rasputin! Stay dead this time," Ulrich shouted as he cut the heads off of two zombies.

"There's just no end to these guys," Odd complained as he fired laser arrows into the crowd of zombies.

Sissi ran forward and started to cut down zombies, making sure to get away if they tried to surround her. Aelita meanwhile flew above the zombies bombing them with energy fields.

"Hang in there guys, this replica will be ours in a few minutes," Jeremie said trying to reassure his friends.

The four continued to fight, slowly losing ground and being forced back to the skid.

"Jeremie if this takes much longer than these freaks are going to able to attack the Skid," Sissi yelled.

"It done," Jeremie replied, "Yumi and William got devirtualized, but Maverick and Sam should be there any second. Once you guys are out of the replica I'll be able to purge it of all these monsters."

Just as Jeremie said, Maverick and Sam appeared out of thin air a few seconds later. Maverick having obviously teleported himself and Sam.

The group immediately high tailed it to the skid, got in and took off, leaving the replica through the opening in the sky that they entered through. Once they were gone Jeremie set up the protection programs for the replica and annihilated all of the monsters on it as a result.

"Well done guys," Jeremie said as the group returned to Lyoko, "Just one more supercomputer and we can find Valhalla."

The group let out a sigh of relief, they were almost there.


	14. Chapter 14: Code Recall

Chapter 14: Code Recall

Disclaimer: I don't own Code Lyoko

***Xana's Palace, one hour after the Swamp sector was taken by the Lyoko warriors.

Xana paced back and forth in the throne room of his palace, his cape swishing behind him. Taelia was leaning against Xana's throne, watching her master pace back and forth.

"We're losing," Xana said to himself, "We're losing and I'm running out of ideas. We've tried nearly every strategy against them and no matter what they always squirm out of our grasp. If they succeed in getting just one more supercomputer under their control then they can get to Valhalla and who knows what programs they have stored there."

"There must be something we missed," Taelia said softly, "Some strategy we haven't tried, something that will give us an edge on them."

"I know," Xana said, "But what?"

As if in response, a figure was virtualized right in front of them. The figure was a Caucasian human clad in formal attire, suit, coat, tie, sunglasses, etc. The figure looked to be in his early fifties and had short graying hair, he gave an amused smile when Xana and Taelia nearly jumped out of their skin at his appearance.

"Now really Xana," the human figure said, "There is no need for aggression, I come on friendly terms."

"Who are you?" Xana growled, grabbing his sword. Taelia also was in a fighting stance.

"We have been observing you for some time Xana," the figure continued, "We have observed your defeats and your victories and now we have decided to come to your aid."

"You didn't answer my question," Xana hissed, "Who are you."

"I am an ally as I have already pointed out," the figure continued, "But if you wish to know my formal title, I am Chairman Anthony Maloski, current leader of the board."

"The board of what," Xana asked as he lowered his sword, figuring that if this person was an enemy he would have attacked by now.

"Some people call us the men in black," Maloski said, "But we call ourselves the Carthaginians."

"You're the people who created Project Carthage," Xana said, not believing what he just heard, "Why in the world would you want to become my ally when I destroyed your project"

"By today's standards Project Carthage is obsolete," Maloski replied, "Even if we were to recreate it, it would not work due to the technological advances of the last decade. And besides you were not self-aware when you destroyed it so it's not really your fault. Anyway the reason I am here is to offer you a business proposal."

"Such as," Xana asked taking a seat on his throne while Taelia leaned against a wall of the room and listened to the conversation.

"Well," Maloski said thinking through his words, "You and I alike in many ways, we both with to take control of this planet and wipe out the weak and inefficient."

"Correct" Xana replied, "Tell me something I don't know."

"What you don't know Xana," Maloski said, "Is that while you have the military potential with your so called monsters, you lack the computer resources to create and materialize an army of your creatures. We, the Carthaginians on the other hand have a large number of very powerful supercomputers at our disposal but not enough military support."

Xana smiled, he knew where this was going.

"So," Maloski continued, "If we join forces than we can compensate for what each other lacks and together we could finally create army capable of dominating the entire world."

"And neither of us has to worry about betrayal," Xana smirked, "Because we both need each other's support."

"Exactly," Maloski replied, a broad grin on his face.

"There's just one problem," Xana said, his grin drooping slightly, "I was weakened by my enemies' multi-agent system, I need to acquire the powers of the human called Maverick before I am capable of taking control such a large number of supercomputers in so little time."

"We already found a way to help you with that," Maloski said, "Your Darkrezoa is capable of taking Maverick's powers but you need a way of neutralizing his powers and subduing his friends long enough to take them. For that purpose, I have these."

Maloski handed Xana three orbs of code.

"The first is a way of deactivating his powers for a short period of time." Maloski said, "Install it into your Darkrezoa and it will shoot a beam that can neutralize both Maverick's earthly powers and Lyoko powers. That way he won't be able to save himself with that self-destruct function of his. It will also prevent his friends from devirtualizing him to get him out of danger. The second is a monster based off of one of your enemy's creations, but unlike what it was based off of, it will obey your every command."

"The Marabounta!," Xana exclaimed as he read through the code.

"Yes," Maloski replied, "And the third is a means of granting Maverick a painful death. Give it to Taelia and it will give her to ability to destroy him."

Xana gave Taelia the third orb and it was immediately absorbed into her.

"What is it?" Taelia asked.

"Something we thought you might like," Maloski replied, "It is a kiss of death. All you have to do is kiss the boy and it will infect him with a painful fragmentation program that will slowly break him apart and delete him byte by byte."

"Excellent," Taelia smiled.

"These should help you for now," Maloski said, "Our supercomputers are now online. Once you have completed your task, do what you need to with them to strengthen yourself."

With that, Maloski vanished and Xana walked over to his holo-panel to activate a tower, time to set his most powerful trap yet.

***Just outside of the Rec Room

Life "had" been going very well for the Lyoko warriors since Maverick had arrived at Kadic. Yumi and Ulrich had finally gotten together, there had been only two Xana attacks due to Xana's weakened state, and school had going smoothly.

Even the relationship William and Sissi was beginning to blossom. They had each started out as polar opposites but gradually the two noticed things they had in common. They had both been possessed in the past, William by Xana and Sissi by her obsession with Ulrich, but they had both come out of it in the end. They could sympathize with each other. Sissi still felt guilty for all of the things she had done in the past, even though the entire group had forgiven her. And William, even though he hadn't had control over it, felt responsible for the things Xana had made him do. All this had caused a friendship between the two, a friendship that was strengthening into a romance.

Odd and Sam on the other hand were a different story, as Sam had recently learned of Odd's history of rapidly switching girlfriends.

"For the last time Sam I'm not like that anymore," Odd pleaded.

"And for the last time that's a load of crap," Sam snarled, "You been doing this since you were at your old school two years ago. Why should I believe that you have changed? How do I know you won't just toss me out the window when you get board of me?"

"Because," Odd replied, "I realized how stupid I was being not long after I broke up with Melaony. I realized that was ditching girls over stupid things and never taking the time to get to know them fully."

"I'm sure." Sam said sarcastically, "When was Melaony, two months ago? I seriously doubt you have changed since then."

The fight continued like this for twenty minutes before Maverick, who could hear the whole thing from inside the rec room, finally got tired of the bickering and intervened.

"Both of you need to stop bickering like little children," Maverick hissed. "Odd, what you did in the past was stupid and immature but I must give you credit for trying to change your ways. Sam, people make mistakes, you have no excuse at all for flipping out because Odd isn't perfect, I know a lot more about your past than you think and can name far more of your faults than I can for Odd."

Sam lowered her head. Maverick was right, she had no right to get mad at Odd over this when his slate was cleaner than hers.

"I'm sorry Odd," Sam apologized, and Odd kissed her, his way of telling her that he forgave her.

At that moment Maverick's phone rang, he looked on the caller I.D. and saw that it was Jeremie.

"What's up genius," Maverick answered.

"Xana's at it again," Jeremie replied, "Aelita and I are already headed for the factory. If everybody else is still in the rec room then give them the alert."

"We'll be there shortly," Maverick answered before ending the call.

***The factory

"Virtualization"

Group by group the Lyoko warriors appeared on a lifeless plateau of the desert sector and, when their vehicles were materialized, headed off in the direction of the tower.

"Hey Jeremie anything happening on earth," Ulrich asked.

"Nothing so far," Jeremie replied, "And that's bothering me, I have a feeling this whole thing is a trap."

The group continued until they reached the tower and then landed their vehicles. The tower was completely unguarded and that meant Xana had something up his sleeve.

"Jeremie," Yumi shouted, "The tower is completely unguarded, this has to be a trap."

"You got that right human," Xana said as he, Taelia, the Darkrezoa, and a steadily growing swarm of marabounta globs appeared behind the Lyoko warriors.

The Lyoko warriors attempted to retreat but each their vehicles were shot down by the Darkrezoa and a group Crabs that Xana had materialized. Most of the Lyoko warriors were able to reach the ground before getting hit, Maverick and Sissi were not so lucky. On the way down Sissi tried to slow her fall with wings. This however, only made her a target for the three Crabs who together were able to devirtualize her before she hit the ground. Maverick, who was one of the last to have his vehicle shot down, was an easy target for the Darkrezoa who hit him dead on with a strange black beam. Static electricity erupted all over Maverick's body as the beam hit, shorting out his earthly powers, lyoko powers, and life points. Maverick hit the ground as the remainder of the group began to get surrounded by the Marabounta.

"Maverick Are You Alright!" Aelita shouted as she ran over to him while the others tried to hold off the sea of gray goo.

"My powers," Maverick panted as he slowly got up with Aelita's help, "That beam completely shorted out my powers."

"Jeremie bring Maverick back to earth he's in more danger than any of us," Aelita yelled toward the sky.

"I CAN'T," Jeremie shouted in a panic, "Xana did something to Maverick's life-points so I can't devirtualize him. You are going to have to either defeat the Marabounta or hold out until Maverick's powers and life points come back online"

The group, now surrounded and having nowhere to run, tried various methods to get to the source of the Marabounta and stop them from regenerating. Yumi tried using her telekinesis to carve a path through the Marabounta but was quickly overwhelmed by the sheer numbers of the creatures. William tried using his silver rage to protect himself while heading toward the source but was unable to get there in time before his invincibility wore off. Aelita tried to fly over the swarm of blobs but was unable to dodge all of the long rang attacks of Taelia, the crabs, and the Darkrezoa. As a consequence, she fell headlong into the consuming blobs when one of her wings was hit. Now only Odd, Ulrich, Sam, and Maverick remained. Despite their best efforts however the four were unable to stop the liquid horror from gaining ground. Before long the four of them were cramped in so tight that they were practically back to back. And seconds later, Odd, Sam, and Ulrich were devoured by the Marabounta, who proceeded to corner Maverick and bind his legs and arms in place with ropes of goo.

"Game over human," Xana said triumphantly as he, Taelia, and the Darkrezoa approached him, "You know this all could have been avoided if you had just joined me in the first place."

"I have told you before Xana," Maverick replied calmly, "I would rather die than join you."

"I can help you with that," Xana sneered, "Since you refuse to join me I will cease your annoying existence once I have taken your powers."

"Death is only the beginning," Maverick replied coolly.

"Keep believing in your little fairy tales," Xana scoffed, "See how far they get you."

"I only believe in the truth," Maverick replied, keeping calm despite what was about to happen to him.

"Whatever," Xana said rolling his red eyes, "Take his Powers!"

The Darkrezoa moved forward and wrapped the majority of its tentacles around Maverick's body, immobilizing him. Three tentacles were placed at his head, two at his temples and one at his forehead. The Darkrezoa then drained Maverick of his power, its tentacles glowing all the while, on Earth the rest of the Lyoko warriors could only watch in horror, unable to do anything. To Maverick the entire process was pure excruciating pain. Every cell in his body screamed in pain as his powers were torn from them. Every kind of pain imaginable coursed through Maverick's body it felt as someone was crushing his ribs while someone else tried to pull his brain out through his ears. Mercy however was on his side as the process ended thirty seconds after it started. Maverick fell to the ground in a heap, the pain slowly subsiding. Through the entire process neither Xana nor his minions noticed two figures rise out of the digital sea.

Taelia strutted over to where Maverick lay while Xana pulled Maverick up by his hair and forced him to face her. Taelia ran a hand over the side of Maverick's face, savoring the atrocity she was about to commit.

"You are no better than Hitler, Stalin, or any other oppressive scum that has walked this earth." Maverick snarled.

"Oh I beg to differ," Taelia cooed, "Those two glorious leaders only had their great plans die because of improper strategies. We on the other hand have a glorious plan which is destined to succeed. And with you gone, your little resistance will be helpless to stop our plan."

Taelia leaned forward and was about to murder one of humanity's last hopes when something happened that changed everything. One of the figures that had risen out of the digital sea released a massive wave of energy that spread as far as the eye could see. The energy wave crashed into Xana, Taelia, the Marabounta and the Darkrezoa before they could prepare themselves and immediately devirtualized them, but left Maverick unharmed.

As soon as Xana and his minions were gone, the two figures approached Maverick.

The first figure was a familiar ball of mostly white energy which let off a light chiming sound. The second figure was a tall woman with long flowing pink hair. She wore a pink body suit and had to enormous silver angel wings. On closer inspection however, one could see that the wings were composed not of feathers but long metal ovals, each of which had a razor sharp edge. The ovals were obviously weapons meant to shot off of the wings. In her hands she held a long curved dagger made out of pink crystal.

"Franz…..Antea….," Maverick said confused.

"Maverick what's going on," Jeremie said over the intercom.

"See for yourself," Maverick replied as he sent Jeremie a visual.

The lyoko warriors standing around Jeremie stared in shock as a screen popped up showing two virtual figures who were unmistakably Franz and Antea.

"Mom…..Dad….,"Aelita whispered

"We have returned," Franz said in a calm voice, "Get everyone including Jeremie on Lyoko and then we'll explain things"

"There is no way I'm going to Lyoko," Jeremie snapped, "I look like an idiot in my virtual form."

"Use an undeveloped profile then," Franz replied, "You'll appear as a floating orb just like me."

Jeremie did as instructed and before long he and everyone else was on Lyoko. As soon as Aelita appeared she took off toward her mother and nearly tackled her in a hug. After Aelita finally let go of her mother, Franz spoke.

"All of you are probably wondering where I have been all this time, how I freed Aelita's mother, and how Xana got the marabounta" Franz said, his voice neutral. "I freed Antea by copying Maverick's teleportation power on to my digital profile and used it to teleport to the men in black base where she was being held and then used it again to teleport Antea and myself back into the web. Second, Xana has become an ally to the men in black, better known as the Carthaginians and got his upgrades from them. We only have so much time before they are ready to take over the world, however we should still be able to attack them before they are ready. Third, I know that you all have been trying to locate the Valhalla supercomputer to reinstall Maverick's powers, now more than ever since Xana stole his incomplete powers, and access its programs. If my sensors are correct you need the power of one more supercomputer to launch a net-wide search for the Valhalla supercomputer. This is true isn't it?"

"Yeah it is," Jeremie replied from his orb form, "But it's going to be a bit harder without Maverick's powers."

"Well," Franz said, "While I was in the net I was also completing a program in case all of you weren't able to get the machine power to launch a net-wide search for Valhalla."

"What do mean, 'completing'," Maverick asked confused.

"Do you remember the program that you had on your laptop about direct teleportation into Valhalla," Franz asked.

"Yeah I do," Maverick replied, annoyed at the memory, "I remember that the stupid program was way too complex for me, Aelita, or even Jeremie to make sense of."

"Well, I finished it," Franz said triumphantly, although it was hard to tell since his virtual form had no facial features.

"Although not without help," Antea said, speaking for the first time since her arrival, "Your frustration with it cost you quite a few errors which I managed to fix."

"I didn't know you knew how to program mom," Aelita said surprised.

"I worked for the Carthaginians as well before they became corrupt," Antea said, "And all the programming skills I lacked I got form being married to computer geek."

"Anyways…." Franz said trying to get the conversation back to more pressing matters, "This 'Recall' program, as it's called, should work very well with the current level of computer power that you have acquired."

"So we can finally get to Valhalla," Odd asked since he was bored with the techno-geek conversation.

"That we can," Antea replied, "All that needs to be done is for Maverick to activate it at the main control panel in sector 5."

"Let's get to the edge of the sector so we can activate the transporter then" Ulrich stated.

"That won't be necessary," Franz said, and before Ulrich could respond Franz teleported the entire group to the control panel in sector 5.

Seconds later the entire group appeared on the now slightly crowded platform on which the control panel was held.

"So what do I need to do," Maverick asked Franz as he nudged his way through Lyoko warriors to the control panel.

"I've set up the program but only you can run it," Franz replied, "Do what Aelita does to deactivate a tower but put in 'Code Recall' instead of 'Code Lyoko'."

Maverick walked up to the control panel and placed his hand on it, this is what came up on the screen.

…..Maverick…..

…

…

…

Code:

R….E….C….A…L….L

As soon as the code was entered, the entire group vanished in a flash of light.

**Note: If it seems like certain characters aren't talking much, keep in mind that there are a lot more main characters in this fic than in the original code lyoko series so it is harder to distribute dialogue.**

**Also I plan to introduce three new characters in the next chapter, one will be good, the other two will be evil. However I am already worried that I have too many characters, therefore if any of you think I should get rid of certain characters or that I should not add any new ones, tell me in a review or private message. I will retain from posting the next chapter until I am certain that I can do so without getting my readers angry.**

**Please review**

**-Ownage Imminent**


	15. Chapter 15: Valhalla part 1

Chapter 15: Valhalla, part one

Moments after the Code Recall had been entered the whole group reappeared. The area they appeared in was slightly dull. It was an enormous cube-shaped room over a football field in length, width, and height. The only thing that stood out in the room was an enormous glowing orb in the center that looked remarkably like the core of Lyoko. Unlike the Lyoko core however, which had four sectors orbiting the core sector or sector five, this core had four sectors orbiting its central sector, a sector floating on top, and a sector floating on the bottom. This gave the virtual world of Valhalla seven sectors total.

"What kind of sectors does this place have," Aelita asked turning her gaze from the Valhalla core to Maverick.

"Right now we are in the core sector," Maverick replied, "It's the Valhallan version of sector 5. As for the others, there is an Urban sector, a Cave sector, a Space sector, a Grassland sector, a Tropics sector, and a blank sector. Aside from the blank sector, the other sectors are as their names describe. The blank sector is unique in that it can mimic the environments of places on earth and will change its environment frequently."

The Lyoko warriors would have stared at the Vahallan core longer but they were interrupted by a large thumping sound behind them. The group wheeled around and came face to face with a six foot tall cyborg, or at least that's what he looked like. The cyborg looked mostly robotic, the only organic part of him that showed was his head and even that had mechanical parts in it. His face was Caucasian and held a neutral expression on it. His right eye was hazel while his left eye wasn't an eye at all. It was a black lens, the kind often seen in digital cameras. His head was completely bald except for a dotted line going down the middle of his scalp where one could see the heads of rivets sticking out of his head. The very back of his head was also non-organic, consisting of a metal plate with large cables sticking out and meeting his body again at the base of his neck and shoulders. The rest of his body was very bulky and robotic, his arms in particular were slightly out of proportion, being much longer than normal and nearly as thick as tree-trunks.

The cyborg raised his right arm where a large plasma cannon was mounted.

"Intruders," The cyborg said, his voice heavily digitalized, "State your business or be deleted."

Maverick pushed his was to the front of the group and looked the cyborg in the face.

"Zettabyte, guardian 002 of Valhalla, I order you to stand down," Maverick ordered at the cyborg.

"Welcome back to Valhalla Maverick," Zettabyte said, lowering his weapon, "It's been a while."

"Who's the robot," Odd interrupted, "You never told us Valhalla had inhabitants."

"I should probably fill you all in," Maverick replied, "I was so focused on our mission that I forgot to mention a key fact about Valhalla. You see, early on in Valhalla's creation we found that our programs to install updates and fix errors were insufficient for such a large virtual world. Therefore, my parents created three A.I.'s to watch over Valhalla and travel from sector to sector fixing faulty programs and installing upgrades. Zettabyte here, is one of them. The other two go by the names of C.R.O.N., which stands for 'computer read-only network', and D.O.S. 'direct operating system'. If any of you want to meet them I can summon them to this sector in an instant."

"I would highly discourage that," Zettabyte warned.

"Why," Maverick asked with a slightly worried expression on his face.

"Things have gone to hell since you left," Zettabyte sighed, "D.O.S., C.R.O.N., and I have all become self-aware."

Maverick took a step backwards while the Lyoko warriors immediately aimed their weapons at the cyborg.

"Relax, I'm still loyal to my programmers and Maverick here," Zettabyte said, "The others however, got the idea that they would be fine without the help of their programmers and have gone rogue. Luckily I managed to lock down this sector so they can't get in."

"So what do we do," Odd asked to no one in particular.

"I would be best if we did what we came here for," Franz said, "Top priority is to re-install Maverick's powers and access the programs that this place has in storage. The first thing we need to do is devirtualize someone so they can use the controls on this computer. I would suggest either Jeremie or myself for that job."

"I'll do it," the orb that was Jeremie replied, "Franz, you probably have more fighting experience than me so you should stay here while I access this system's controls."

"Fair enough," Franz replied, "Now someone needs to devirtualized you."

"I'll do it," Odd replied, aiming his paws at Jeremie and sending him back to earth with a few laser arrows.

On earth Jeremie appeared in a small circular room with three metal disks on the ground. These metal disks were open system scanners meaning they could virtualize people without needing a closed area like the Lyoko scanners. Jeremie saw a door to his left and walked over to open it. In the next room was a large screen console with a chair in front of it. Jeremie walked over, sat down, and put on the earpiece that was resting on the keyboard.

"I'm here," Jeremie said his voice sounding as if it was coming from the sky to the Lyoko warriors, "Where exactly am I Maverick."

"You are in the basement of an abandoned D.H.L. airport in Ohio," Maverick replied.

"Cool," Jeremie replied, "What happens next."

"In order to begin reinstalling my powers we must completely activate each of the surrounding sectors," Maverick explained, "Each sector contains ten towers like on Lyoko. However they also contain what I call 'temples' each temple is a glowing structure that differs depending on the sector. If a temple is activated it will activate all the towers in that sector as well as the sector itself. So before my powers can be installed each temple must be activated. To do that all of you are going to have to split into teams and go in each sector, find the temple and activate it. Once that is done Zettabyte can start the installation from the control panel in this sector."

"Uh, how exactly to do we activate these temple things," Ulrich asked.

"You'll have to answer a riddle that the temple asks you to prove you are human," Maverick replied, "That will let you into the temple. After that you simply have to find the holo-panel in the temple and hit the button that says 'activate sector'. Once the sector is activated, it will automatically bring you back here to the Core sector. From here you can be teleported to the next sector that needs activation."

This only left deciding who paired up with whom. It was decided that Franz, Antea, Aelita, Maverick, and Zettabyte would remain in the Core sector in case D.O.S. and C.R.O.N. managed to get in while the sectors were being activated. The others were paired up as follows: Ulrich and Yumi, William and Sissi, and Sam and Odd.

Once the warriors had paired up, Zettabyte clunked over to a holo panel that was directly below Valhalla's core.

"If that's all decided I will send you all too a random sector for activation," Zettabyte said while typing in commands on the holo-panel, "Before you go however I must warn you that recent readings suggest that D.O.S. has gained the ability to create monsters which he keeps under his command. Expect resistance in the sectors."

The Lyoko warriors nodded before Zettabyte hit entered the command that teleported them to the outer sectors.

***The Urban sector

Ulrich and Yumi appeared out thin air and landed on a solid road. After dusting themselves off from their impact with the asphalt, they both looked around. They seemed to be in an abandoned city. Above them were towering skyscrapers while cars were scatterly parked on the sides of the streets. There were no people around at all but there were signs of a living city. The traffic lights at each intersection changed regularly even though no cars passed through them and the lights in lobbies of various buildings were on. Above them, a sun moved slowly through the sky.

"Hey Jeremie," Ulrich called, "Which direction the temple."

"About a mile north," Jeremie replied, "I can't detect any monsters yet but keep your guard up."

"Will do," Yumi replied before the two began heading north.

The two headed north, following different streets and occasionally moving around buildings according to Jeremie's directions. After a while the two came upon a slightly narrower street. At the end was a large church, of which had a glowing aurora surrounding it, signifying that it was a temple. Just as they were about to head toward the church, Jeremie spoke.

"Guys hold it," Jeremie warned, "I'm detecting strange readings from various points on the street and surrounding alleys. I'm not sure if they're monsters but be on you guard."

Ulrich and Yumi immediately slowed their pace and walked slowly up the street. Everything was fine until Ulrich and Yumi heard a snapping sound from their feet. The two looked down to notice they had just activated a trip wire.

"Oh cra-," was all the Ulrich managed to say before nearby hidden explosives detonated, sending the two flying back a good thirty yards and taking away 40 life points from each of them.

Ulrich and Yumi got up as fast as they could, only to be meted by 6 total monsters coming out of the surrounding alleys. The creatures looked like gray humanoid statues, each with very little detail and what appeared to swords for arms. They had no markings on them or anything that resembled a weak-spot like on Xana's monsters. The monsters stared at the two for a few seconds before charging.

"Jeremie how do we defeat these things," Ulrich shouted as the creatures charged.

"These 'slashers' as Zettabyte calls them, are as vulnerable as you," Jeremie replied, "Deal enough damage to their bodies and they'll die."

Yumi, following Jeremie's advice, hurled her two fans at the slashers. One fan managed to decapitate a monster while the other cut across the chest of one of its comrades. Ulrich meanwhile had used his triplicate ability to take on the other slashers and, after small fight that killed both of his clones, managed to decimate four of them, all of which melted into pixels after death. By this time Yumi's fans had returned to her and she threw them again at the two remaining slashers. The first fan made a second cut on the previously wounded monster and killed it. The other slasher deflected Yumi's other fan with one of its sword arms but was not paying attention to Ulrich and therefore got its stony backside kicked when two sabers cut it in half.

"Well that was a lot easier than I thought it would be," Ulrich said sheathing his katana's and facing the church. Only to see another humanoid figure standing there. The figure was covered from head to foot in riot-control armor. In the figure's hand was a six-cylinder grenade-launcher, the kind often used by S.W.A.T. units.

"That was just a warm-up programmer," The A.I. shouted before firing his grenade launcher at Ulrich and Yumi.

For the second time that day the two Lyoko warriors were sent flying from an explosion and the bullet-shaped grenade hit the ground in front of them. Half a second after the two hit the ground, a very pissed-off Ulrich leapt up and used his super-sprint move to get to the enemy in front of them. Before the A.I. could react, it had been cleaved in half and devirtualized by Ulrich's sabers.

"Jeremie who the hell was that," Yumi said as she got up off the asphalt, "And how come we weren't devirtualized by that second blast."

"Hold on a second," Jeremie said, "I'll ask Maverick and Zettabyte."

A few seconds later Jeremie had the answers.

"The A.I. you just encountered was C.R.O.N.," Jeremie replied, "And it seems that in Valhalla, every monster you kill recharges some of your life-points. That's why you weren't devirtualized from C.R.O.N.'s grenade launcher."

"Did we delete him," Ulrich asked.

"No, it looks like when you defeat a Valhallan A.I. they just get sent to another sector," Jeremie replied.

"Anything else on your radar," Ulrich asked.

"Not at the moment," Jeremie said, "You should be clear to activate the temple."

Ulrich and Yumi sheathed their weapons and proceeded to the entrance of the church. When they were a few feet away from it however, they were stopped by an invisible barrier and a low voice rang out from the church doors.

"To enter the temple, first answer my question," the voice asked.

"Oh yeah I forgot about these stupid riddles we have to answer," Ulrich growled, "Jeremie can you bypass this thing."

"Your allies cannot hear you until the question is answered," the voice replied, "Now will you hear me or be locked out."

"Ulrich it looks like we don't have any choice," Yumi sighed, "We're going to have to cooperate with this thing."

"Fine," Ulrich muttered, "Give us your question what-ever-you-are."

"Very well," the voice replied, "Here is my question."

"I am greater than God,

Yet more evil than Satan,

All rich people want me,

All poor people have me,

Yet if you eat me, You die,

What am I?"

Ulrich stared at the temple with a clueless expression on his face while Yumi was deep in thought, trying to solve the puzzle.

"I GOT IT," Yumi shouted in triumph after thinking it through for a few seconds.

"What it is it," Ulrich asked, "I'm drawing a blank on this."

"Nothing is greater than God, Nothing is more evil than Satan," Yumi explained slowly turning toward the temple, "All rich people want nothing, all poor people have nothing, and if you eat nothing, you die. Therefore the answer is 'nothing'."

"You are correct," The voice that was the temple replied, "You may enter."

With the barrier down, Ulrich and Yumi entered the church. It was a plain church, not much to look at with two rows of simple wooden benches, the hollow panel residing half-way down the aisle.

With nothing left to do but activate it, Ulrich walked up to the holo-panel and hit the button that said "activate sector." The entire sector rumbled as it came online and a moment after activation Yumi and Ulrich were teleported back to the Core sector.

***The Blank sector

William and Sissi appeared out of thin air and managed to land on their feet as they hit the ground. The Lyoko warriors looked around to find themselves in a strange but uninteresting sector.

They were on what appeared to be a enormous white disk at least 5 miles in diameter, with towers placed at random intervals on it. In the very center of the disk was a large glowing hemisphere which William and Sissi guessed was the sector's temple.

"This is weird, Jeremie what sector are we in," William called out.

"According to my readings you are in the blank sector," Jeremie replied, "Don't be fooled by its appearance. At any moment it could change to mimic an environment on earth."

"Understood," William replied, "Any chance you could get our vehicles."

"That's a negative William," Jeremie replied, "I'd have to transfer the file here from the Lyoko supercomputer and I currently don't have a means of doing so."

"That's alright," William muttered, "Sissi can fly and I can use super smoke."

Not a moment after the conversation was finished, William shot across the sector in a puff of silver smoke while Sissi to the skies with her valkyrie wings.

However the two only made it halfway towards the temple before something happened.

"WARNING ENVIRONMENT CHANGE IN PROGRESS, WARNING ENVIRONMENT CHANGE IN PROGRESS," a female digitalized voice range out.

William came out of his super smoke while Sissi landed next to him. The two stared at their surroundings changed before their eyes. Large dunes of sand began emerging from the ground as cacti and other desert plants materialized into being. Before long the entire sector had transformed into a desert landscape, leaving William and Sissi with a less than clear view to the temple.

"Jeremie we've lost sight of the temple," Sissi called to the sky.

"Keep heading straight and you should see before long," Jeremie replied, "But be careful, I think some of D.O.S.'s monsters are guarding it"

The two kept on course, climbing dunes and avoiding prickly cacti until finally they came within sight of the temple, which was still a simple white hemisphere. Surrounding the temple was a squad of five slashers, although William and Sissi did not know their names or means of defeat until Jeremie explained it to them.

"Sissi you mind taking care of them," William asked while leaning on his sword.

Sissi nodded and then, after clearing her throat, shouted, "FIRE STORM."

Large balls of fire rained down from the sky and incinerated the slashers on contact, deleting them and temporarily setting the nearby areas ablaze.

"Well that was a lot easier than I expected," William said after the flames died down and he and Sissi approached the temple. When the duo were 20 feet from the temple however, the sand around them began to shift.

"I think you may have spoken too soon," Sissi muttered, looking worriedly at the small areas of swirling sand.

Soon after the sand began to shift, six large ugly monsters crawled out of the sand around the two Lyoko warriors. They were each larger than a soccer ball and had the appearance of a tick after having drank their fill of blood. Their bodies were swollen in appearance and were held up by 8 small legs. On the front of each creature were two small eyes and a tiny hole for a mouth.

William and Sissi did not have time to ask Jeremie what the creatures were before they attacked, each one spitting small globs of acid at the two Lyoko warriors. Sissi and William were more than able to block the acid the creatures spat at them. Second later, William activated his silver rage and stabbed one of the bugs, causing it to explode into a spray of acid which, in such close proximity, caused the other five bugs to explode as well, completely drenching the surrounding area in acid. Fortunately, William was not affected by the acid during silver rage. Sissi on the other hand, who was unable to block all of the acid with her sword, was de-virtualized within a few seconds.

"Oh crap, I cannot believe I just did that," William shouted as he realized he had unintentionally caused Sissi's downfall.

"Relax," Jeremie said over the intercom, "I can re-virtualize her I into the core sector in a little while. Focus on activating the temple, there shouldn't be any more of those 'bloatches' as Maverick calls them."

William followed Jeremie's advice and walked toward the white hemisphere that was the temple. Once he got close enough, William noticed a small door on the side of the temple. William approached the door and was about to enter it when he was stopped by an invisible barrier.

"Answer the question and you may enter," a voice said from the temple.

"Give it your best shot," William muttered, remembering what he had to do before the temple would let him in.

"Very well," the voice replied, "Here is my question."

"I take many forms,

In mounds I hide,

I can come in storms,

As well as tell time,

What am I?"

Given that he was currently surrounded by the answer, William had no trouble figuring the riddle out.

"The answer is sand," William replied coolly.

"Correct," the voice replied, dropping the barrier.

William opened the door and entered temple, finding it to be nothing more than a hollow dome with a hollow panel in its center.

"Well this is really creative," William said sarcastically while walking up to the hollow panel. Once William reached it, he hit the activate button and the sector cam online, sending him back to the core sector.

***The Tropics sector

Odd and Sam landed on a bank of sand and looked around. To their left were masses of palm trees which preceded what appeared to be a massive jungle. To their right was a large area of ocean in which other Islands could be seen close by.

While Sam had been taking in the sights of the beautiful sector Odd had decided to test it programming by moving out into to the ocean. Both to his and Sam's surprise, Odd did not sink into the water but was able to walk on top of it.

"Sam, Sam," Odd shouted, "Look at this, I'm Jesus, I can walk on water."

As if to counter Odd's statement, the water beneath him immediately gave way, dunking Odd into the salty ocean.

"Sorry Odd," Jeremie said as a disgruntled Odd swam back to the beach, "But it looks like in this sector you can only walk on water for about ten seconds before it finally dunks you."

"That was actually pretty entertaining," Sam said as Odd finally made it back to the shore, "Which way to the temple Jeremie."

"Due west of your position," Jeremie replied, "You're going to have to go through the big spooky jungle behind you."

Odd and Sam took off into the Jungle and, as is common on Lyoko as well as Valhalla, were not notified of anything until they were almost to the temple.

"Hold it guys I picking up monsters on my sensors," Jeremie said Odd and Sam turned onto another path.

"How many," Odd replied, scanning the surroundings.

"At least 8," Jeremie replied, "Don't go off the path, force them to come to you."

Odd and Sam stood back to back, each readying their weapons and staring down their end of the path. Seconds past, then minutes, and finally the two lost their patience.

"Come on out you retards we haven't got all day," Sam shouted into the woods.

"What's the matter," Odd teased to no one in particular, "You scared you'll short-circuit yourselves at first glimpse of us."

From the heart of the jungle around them came a low robotic growling sound soon accompanied by others. Slowly, but surely, the eight monsters came out onto the path, four facing Sam, four facing Odd. The monsters in question were large robotic wolves, each as tall as one of Xana's blocks and over three times in length. Each creature had red glowing eyes and a red glow coming from its throat, indicating the presence of a laser weapon.

"Robo-wolves, nice," Odd said, "It's a shame I'm a cat, we could have been good friends."

"Poor puppies," Sam said with an evil grin on her face, "It's time to put you down."

Odd and Sam opened fire on the robo-wolves who retaliated with laser bolts from their fang-filled mouths. However, the wolves stood little chance against Odd's agility as Odd would scamper up a tree before back flipping and diving at the wolves, shooting laser arrows in rapid succession. The other four wolves who were against Sam stood even less a chance as Sam, now acting like a female version of Rambo, turned them into Swiss cheese with her guns in mere seconds. Although Sam had no trouble with her enemies, the last two wolves facing Odd managed to smarten up, wheeling around at the slightest movement lest their cat enemy would came diving out of a tree. Within seconds, Odd once again came diving out of tree and placed two well aimed laser arrows which hit the wolves in the throat, disabling their lasers.

"Got you now," Odd said as he leveled his arms at the heads of the dogs.

Before Odd could fire however, the two wolves bounded toward him, jaws open and ready to tear him to pieces. Before they got to him however, two three-shot bursts rang out through the jungle as Sam, who had managed to catch up with Odd, killed both robo-wolves with shots to the head from her M16.

"Good shooting Sam," Odd said, giving her the thumbs up, "Where too next Jeremie?"

"Keep along the path," Jeremie replied, "You should come out to another beach soon."

After a few minutes Odd and Sam came out onto a beach that was very similar to the first one they appeared on.

"Now what Jeremie," Odd asked.

"Swim out about one hundred yards and then dive down," Jeremie said, "The temple is under water but don't worry. This is a virtual world so you won't have to hold your breath under water."

Odd and Sam, though a little surprised by the temple's location swam the distance and then swam straight down into the water and found themselves in the middle of what looked like sunken Greek ruins with the holo-panel glowing at its center.

"Incredible,… wait what the heck," Odd sputtered, realizing that he could talk under-water.

"Looks like we can still talk down here," Sam mused, "Come on Odd, lets activate that temple."

Odd and Sam swam their way through sunken pillars and other structures before finally reaching the holo-panel. Before they were able to activate it however, they were stopped by some sort of transparent barrier accompanied by a monotonic voice.

"Answer my question and you may enter," the voice stated.

"Go ahead," Odd replied remembering what Maverick had said about the temple's riddles.

"Very well," The voice replied.

"Falling, it can kill,

Strike it, it shatters,

It can turn into life's-blood,

It's a clear kind of matter.

What am I?"

"I've already heard this one from Maverick," Odd said, "The answer is ice."

"You are correct," The voice replied as the barrier fell.

Odd and Sam swam over to the control panel, hit the "activate sector" button, and were immediately whisked away back to the core sector.

**Please review, it helps me write.**


	16. Chapter 16: Valhalla part 2

Chapter 16: Valhalla, part two

Disclaimer: I don't own Code Lyoko

***Meanwhile in the Core sector

"Very interesting," Zettabyte after Franz, Aelita, and Jeremie had finished telling him all they knew about Xana. "You have a most formidable enemy, far stronger than D.O.S. and C.R.O.N. combined. I will gladly help you destroy them."

"That's a relief," Franz said, "It's nice to know that a least some A.I.'s are capable of being friendly."

"It's logical," Zettabyte said matter-of-factly, "What good can come from ruining a world."

"You speak of a lot of things in terms of logic," Maverick asked, "And I know you are self-aware but do you understand what it means to be human."

"That's a pretty broad topic," Zettabyte replied, still showing little emotion, "Which area are concerned about."

"Let's start with emotions," Maverick asked curiously, "Do you understand those."

"Oh yes," Zettabyte smiled, showing human emotion for the first time, "It still have a small amount of trouble understanding the complex ones such as love and joy since I have yet to experience them, but I completely understand all other feelings. For example, I feel a duty to protect and serve you in any way possible since your parents created me, I feel a loyalty to you and all of your friends as my allies, and I feel hate for the other A.I.'s for rebelling and trying to delete me."

"What about the difference between right and wrong," Maverick asked, "What would you do if you saw an injured person lying down in front of you."

"I would do everything within my abilities to help that person get to safety a make a full recovery," Zettabyte replied, "And I know much about your world, so in that instance I would take the person in question to a hospital."

"Excellent," Maverick smiled, "I think you are as human as we are."

A few seconds later Sissi reappeared in front of them.

"What happened," Aelita asked with a startled expression.

"Got devirtualized," Sissi grunted in annoyance, "Jeremie just re-virtualized me."

The group waited and after about another ten minutes William appeared, followed by Ulrich and Yumi a seconds later, and then Odd and Sam a few minutes later.

"Excellent work," Zettabyte said from the central holo-panel, "The three sectors I sent you too have been fully powered-up, Now I just…"

"RUMBLE RUMBLE RUMBLE!"

Zettabyte was unable to finish his sentence as all of Valhalla shook as if struck by a massive earthquake. The entire group, Zettabyte included, fell to the ground from the shaking.

"Jeremie what the Hell is going on !" Ulrich shouted as the rumbling slowly subsided.

"Bad news," Jeremie said over the microphone, "It looks like Xana managed to find Valhalla on the net and he's currently trying to break through its firewalls."

"But how," Yumi said exasperatedly.

"I think I know," Maverick said in an annoyed tone, "When sectors are activated, they absorb large amounts of energy. Xana probably sensed this energy flux on the net and came to see what it was and now he's found out this is Valhalla."

"I've got worse news," Zettabyte said looking over his hollow panel, "I've tracked down D.O.S. in the Space sector and C.R.O.N. in the cave sector. Both of them are using their digital powers to help take down the firewalls and let Xana in."

"Sounds like Xana managed to make contact with them." Franz hissed, "What do you suggest we do Zettabyte."

"D.O.S. is extremely powerful," Zettabyte said, "I will teleport to the space sector to aid whoever gets sent there. I would also suggest that Antea and Aelita go with the other groups in case things get tough."

Zettabyte then turned to Franz and Maverick saying "You two should stay here. Maverck, you should have powers reinstalled as soon as the rest of the sectors come online. Franz you'll need to be here to do the installing, it's a simple procedure that you will easily be able to do. Do it as quickly as you can because the firewalls and the core sector will automatically become open to intruders as soon as all outer sectors are online. Once Maverick's powers are installed we might be able to reclose everything. Since we will be teleported back here after each sector activation you shouldn't be in much danger once the sectors are online."

"Understood," Franz and Maverick replied.

"All right," Zettabyte said trying to stay calm, "Pair-up, I'm starting up the teleportation."

As soon as the groups had been formed Zettabyte hit the enter command and most of the Lyoko warriors vanished

***The Grassland sector

Sissi, William, and Aelita all appeared on a grassy plain with long rolling hills, they immediately looked around and saw a glowing structure off in the distance.

"I see the temple," Aelita said, "Let's get to it."

The three set off towards the temple and were almost there when Jeremie spoke.

"Heads up guys," Jeremie warned, "D.O.S. is sending monsters."

No sooner had Jeremie finished speaking than six bloatches, and four robo-wolves appeared.

"Not these guys again," William said glaring at the bloatches.

William attacked first, using his sword like a golf club and hit one of the bloatches a robo-wolf. The bloatch exploded in a burst of acid on contact and quickly dissolved the mechanical canine. Sissi meanwhile simply held out her sword as a robo-wolf lunged at her, impaling itself of its enemy's weapon. Aelita unknowingly exploited the bloatches weakness of huddling together by destroying the remaining five with an energy field. However, the other Robo-wolves were smart enough to dodge the wave of ensuing acid. The remaining two Robo-wolves unleashed a volley of rapid-fire lasers on the three, all of whom were easily able to block their enemies' attacks. William, after getting tired of waiting for an opening, activated his silver rage, sprinted forward and cleaved both monsters in half with two clean swipes.

"That was too easy," William said somewhat worriedly as he turned back around to face Aelita and Sissi.

"It was probably meant to be easy," Aelita pointed out, "D.O.S. probably has most of his forces protecting himself and C.R.O.N.."

"At least it makes it easier on us," Sissi commented as the three closed the remaining distance between them and the temple.

The temple was fairly simple. It closely resembled Stonehenge except that most of the rocks were uniform and were of equal size and shape, at the center was the holo-panel. As usual an invisible barrier went up.

"To enter the temple you must.." A voice began to speak.

"We know, we know!" William snapped, "Cut the intro and give us your stupid riddle."

"Very well," The voice replied.

"I have just one hand,

And live in a hole,

When used in trained hands,

I bring a death-toll,

I have one or two sides,

Both have an edge,

And if used against you,

Prepare to be dead.

What am I."

The three thought for a few minutes before Aelita realized that both Sissi and William were holding the answers.

"I got it," Aelita said excitedly, "A sword!"

"Correct," the voice replied as the barrier fell.

"I'm really starting to get sick of these things," William grumbled.

"I think they're kind of fun," Aelita said cheerily, "Does it really hurt for you to use your brain that much."

William rolled his eyes and Sissi snickered as Aelita walked over to the holo-panel and activate the sector, returning the trio to the Core sector.

***The Cave Sector

Odd, Sam, and Antea appeared and fell onto a rough stony floor, the area around them was dimly lit from long white crystals protruding from the walls and ceiling of the cavern.

"Well this is a little gloomy," Antea stated while looking around, "How are we supposed to find the temple if we can barely see."

"Better this than pitch black," Odd shrugged, "Hey Jeremie can you adjust the brightness."

"No, but it will get brighter as you descend deeper into the cave," Jeremie replied, "However, I can guide you. Head into the tunnel in front of you and take a left once it forks."

The three followed Jeremie's directions each making sure not to trip over large stones or stalagmites on the ground and at one point Antea had a little bit of trouble getting her wings to fold up so she could get into the tunnel, but other than that the three continued unhindered until Jeremie's directions led them to a large cliff after the left turn.

"Uh, Jeremie," Odd said hesitantly, "I hate to criticize your directions but I think you may have led us the wrong way."

"You're supposed to jump off the cliff Odd," Jeremie replied, "You don't take falling damage on Valhalla."

"Oh…Yahoo!," Odd replied before leaping off the cliff.

Sam watched Odd fall with and amused look on her face before jumping off with Antea. The drop lasted only 5 seconds before Sam and Antea joined Odd in the cavern below.

"We're all here Jeremie," Sam called out, "Where to next?"

"Head down the tunnel in front of you," Jeremie replied, "I should take to the area with the temple."

The three followed Jeremie's directions and after a few minutes came out into a opening. Before them was an image that seemed to be from Hell itself. A large demonic structure, like the antagonist's castle out of some medieval fiction, lay upon a rocky island in the middle of a huge lake of lava stood before them. A thin wooden bridge that connected the temple to its shore was the only way across.

"Do you guys see the temple," Jeremie asked over the intercom.

"Uh yeah it's pretty hard to miss," Sam replied.

"Good head across the bridge and enter the temple," Jeremie replied, "But be ready, C.R.O.N. hasn't attacked yet so he's probably planning something big in the temple."

The three carefully went across the bridge and entered the temple through large iron doors. Inside was a large arena with tall stone cubes scattered throughout its area. The holo-panel stood in the center perched atop a raised dais of circular steps.

Before the three could do anything however, 10 slashers, 10 robo-wolves, and the swat-armor clad figure that was C.R.O.N. dropped from the ceiling and immediately charged the Lyoko warriors. Odd and Sam immediately opened fire while Antea pointed her metal wings forward and began shooting off razor ovals in rapid succession.

"Fall back," Sam shouted, realizing that they were heavily outnumbered.

All three warriors fired at the enemy but were only able to take out small numbers of foes due to the cubes that were in the way

Explosions rocked the area around them as C.R.O.N. fired several grenades at the Lyoko warriors. Odd jumped to avoid the blast and was able to catch C.R.O.N. with a few laser arrows. While this did hurt the A.I., it was not enough to defeat him and Odd quickly retreated with the others who were getting backed up into a wall.

Realizing the weight of the situation, Odd decided take a gamble instead of retreat. Odd climbed up one of the cubes with his claws and then jumped from cube to cube until he was behind the enemy. Odd then carefully got into position behind the majority of the monsters, C.R.O.N. included. Odd then placed several well-aimed laser-arrows into C.R.O.N.'s head. C.R.O.N. was unable to take the damage and fell on his face, his grenade launcher hit the ground with a "thunk!" and misfired, sending a grenade into the group of monsters and annihilated all of them but single slasher. The monster, realizing it was the last one went kamikaze toward Antea but was quickly decimated by a volley of laser-arrows, bullets, and razor-ovals.

"Nice save Odd," Sam called, "We almost got toasted."

"A hero's got to do what hero's got to do," Odd said triumphantly.

"Alright, Alright," Antea chuckled, "Let's get this sector activated."

Three walked over to the raised dais stopped unsurprised when it was blocked by an invisible barrier.

"Answer the question and you may pass," A voice rang out.

"Give us your question, for we are ready," Antea replied.

"Like a dried bloody scab,

I can be flaked off away,

Though a red-orange tint,

Will usually stay,

I'm a sign of weakness,

And my warning you'll heed,

To avoid a disaster,

Repairs you will need

What am I."

All three Lyoko warriors fell into deep thought as they tried to solve the riddle. After five annoyingly long minutes, Sam spoke.

"The answer is rust," Sam said to the temple.

"Correct," the voice replied as the barrier fell

"I didn't think we'd be able to solve that one," Odd said rolling his eyes, "Wouldn't it have just been easier to use a password or something."

"Yeah it would," Sam replied, "These riddles do get annoying."

The three walked forward to the holo-panel and Antea hit the activate button, sending all three back to the Core sector.

***The Space Sector

Ulrich and Yumi appeared on a rough stony floor and looked around. The sector they had entered was composed of spider web pattern of interconnected asteroids. At the very center of the sector was a large space-ship. The ship itself, although it was a little hard to tell from the distance, was 250 meters in length, 100 meters in width and 30 meters in height. Its front end had a rounded but almost pointy tip while the back end was clearly defined by its three large thrusters.

Ulrich and Yumi were interrupted in their site-seeing by a large "Thump!" as Zettabyte appeared next to them.

"You got a name for that thing," Ulrich said pointing at the ship.

"I didn't name it, Maverick did," Zettabyte replied, "It's called the U.S.S. Cyberhawk. The temple for this sector is housed on its bridge."

"Let's get going then," Yumi said and started to run. However on her first step she was sent flying into the air upon which she began squirming like a frightened cat before falling back to the ground.

"This sector has very low gravity," Zettabyte said with and amused smirk as Yumi crashed into the ground, "You might want to let me adjust it before we proceed."

"That would help," Yumi said indignantly as she carefully got up.

Zettabyte conjured a holo-panel in front of him and began to type on it.

…**Sector gravity = 20%earth gravity**

…**Change to 100%earth gravity**

"That should do it," Zettabyte said as the holo-panel disappeared, "You also might want to let me go first in case of an ambush."

"How come?" Ulrich asked with raised eyebrows

"Because my armor gives me much greater damage resistance than either of you," Zettabyte replied, "And given that this is the where D.O.S. is hiding out, we can expect some heavy resistance"

With that the three took off toward the space ship, although it took Zettabyte a little while to pick up of enough speed to retake the lead.

Three were about halfway to the ship when they were, unsurprisingly, ambushed. Three slashers and six bloatches came out from behind some large rocks and charged. Ulrich and Yumi took on the two of the slashers, Zettabyte handled the rest. Zettabyte pointed his right arm forward and out of the bottom popped a large six-barreled chain-gun. The barrels revved and soon began to pepper the enemy with bullets. By the time Ulrich and Yumi had taken out two of the slashers Zettabyte had turned the rest of the monsters into Swiss-cheese.

"Uh, Exactly how many weapons do you carry on you," Ulrich asked after seeing the chain-gun.

"I carry a chain-gun, plasma cannon, flamethrower and rocket-launcher," Zettabyte replied, "However I have no special abilities like you or the others. Let's keep moving."

The three set off again and after many twists and turns they came to the bridge leading to the ship.

"D.O.S. has locked the sector down pretty tight," Zettabyte mused, "I'll have to do some hacking to get the doors to open."

Zettabyte once more conjured a holo-panel and began to type strands of code into it. After a few minutes, the doors on the other side of the bridge opened.

"Got it," Zettabyte said as the holo-panel vanished, "Lets hurry before any monsters show up."

The three ran across the bridge, into the ship, and promptly began sprinting toward the front of the ship where the temple was. Halfway there, the group encountered a group of four robo-wolves but didn't even have to slow down when Ulrich used his super sprint to kill all four wolves before they could react. The three kept on running soon turned onto the hallway that led to the ship's bridge when a large metal barrier came out of a crack in the ceiling and blocked their entrance to the bridge. Ulrich tried to slice through the metal but his katanas were not strong enough to make little more than a scratch.

"Hey Zettabyte," Ulrich asked turning around, "Got some gadget that can get through these doors."

"No not a gadget," Zettabyte said approaching the doors, "But I have something very simple which can open them."

Before Ulrich could what he was going to use, Zettabyte began to pummel the barrier with his massive arms. Each swing left a large dent and before long part Zettabyte managed to punch a small hole in the door. Zettabyte put both of his hands in the hole and ripped the metal blockade in half using his massive strength.

The trio began to run again and soon entered a large room and on the other side was the entrance to the bridge. But they were not alone for standing in the center of the room was a creature they had not met before. For the most part it looked like a large metallic ball held up by for four legs similar to those on Xana's crabs. On the front of its spherical body was a large white lens which stared at the Lyoko warriors until the creature finally spoke.

"I see you managed to get past my monsters," The creature said in a medium pitched tone, "A pity, those were just a warm up."

"You can still come over to our side D.O.S." Zettabyte replied coldly, "Stop your little rebellion before you get yourself deleted."

"My decision remains the same," D.O.S. replied, "And now that I've made contact with a new alley, I have no doubt that that I will succeed."

"Going over to Xana will not give you the freedom you desire," Zettabyte replied, "If you join us and help us defeat Xana, my friends can probably materialize you in human form and let you live a free life."

"This is no longer about being free my friend," D.O.S. snarled, "Now it is about revenge. I was created to be a slave to the humans. Once I have joined by new ally I will help him conquer their world and enslave them instead."

"That won't do you much good D.O.S.," Ulrich hissed, "Xana has been trying to conquer our world for over two years. Has he even come close to succeeding?"

"Besides," Yumi interjected, "How were Maverick and his parents guilty of enslaving you. If they had known that you would become self-aware, they would have set you free as soon as you gained your autonomy."

"My decision remains the same," D.O.S. replied, "Now prepare to be defeated."

All around D.O.S. monsters began to materialize and within a few seconds with room was packed with a mix of Robo-wolves, slashers, and bloatches.

Both Lyoko warriors and the cyborg Valhallan attacked immediately. Zettabyte's missile launcher appeared out of an opening in his shoulder and decimate nearly a fourth of the monsters with one missile. The downside was that after one shot the monsters had closed in too much for Zettabyte to use his rockets without blowing himself up in the process.

Ulrich and Yumi were slashing through their enemies faster than a serial killer. Ulrich used his triplicate and super-sprint to massacre hoards of Robo-wolves while Yumi used her telekinesis to force monsters into the path of her fans and the line of fire of Zettabyte's chain-gun.

Before long D.O.S.'s monsters began to thin out and D.O.S. himself joined the battle, shooting large lasers bolts from his single eye. This proved to be a mistake when Ulrich deflected three simultaneous lasers straight back at D.O.S. who was too slow to dodge them.

With D.O.S. gone, Zettabyte signaled for Ulrich and Yumi to take cover. As soon as they had done so, a compartment on his left arm opened revealing the nozzle of a flamethrower and in mere seconds Zettabyte torched the rest of D.O.S.'s monsters in a crimson inferno.

After the flames subsided the three ran forward to the door that led to the ship's bridge and as they had been expecting were stopped by an invisible barrier.

"Answer the question and you may pass," a voice said.

"Give us your question," Ulrich sighed impatiently.

"Very well"

"Too fast to be heard,

But always with light,

Lie low to avoid me,

For at the top I do strike.

What am I?"

"The answer is lightning," Zettabyte said before Ulrich or Yumi even had a chance to start thinking.

"Correct," The voice replied and seconds later the barrier fell.

"I thought you had to be Human too answer these," Ulrich said looking at Zettabyte.

"Don't be fooled," Zettabyte said in a neutral tone, "Though I may be constructed of code I understand what is means to be human."

"Sorry… I didn't mean.."Ulrich stuttered.

"Do not worry, I am not offended," Zettabyte smirked, "I would have wondered the same thing if I were you."

The three proceeded through the door to the bridge and looked around. The room was circular and almost looked like a rip-off of the Enterprise's bridge in Star-Trek (**Which I do not own**). It had a number of chairs each facing their respective desk-like station and at the very center, in front of what was assumed to be the captain's seat, was the holo-panel. Ulrich walked up to the holo-panel and pressed the "Activate Sector" Button.


	17. Chapter 17: Valhalla part 3

Chapter 17: Valhalla, part three

Disclaimer: I don't own Code Lyoko

***Back in the Core sector

Maverick was standing next to Franz who was reading information on a holo-panel.

"Well I can't see anything wrong with the data," Franz stated, "As far as I can tell, your theory is correct."

"Incredible," Maverick said looking at the holo-panel, "Let me get a conformation about this. Hey Jeremie!"

"Somebody call me," Jeremie said over the intercom.

"Yeah, um I need to confirm a theory of mine so you'll have to bear with me," Maverick replied, "I think I just confirmed my parents theory on how the towers and my powers work."

"Cool, tell me about it," Jeremie replied excitedly.

"Alright here it goes," Maverick said, "You know how in physics there are four fundamental forces: Gravity, the weak nuclear force, the strong nuclear force, and electromagnetism."

"Yeah, what about them," Jeremie said listening intently.

"Well," Maverick replied, "The data I have here, and, I had Franz check this, is that towers work by using energy of a fifth fundamental force that can counter the other forces. I call it a nemesis force."

"That sounds possible," Jeremie replied, "What can this theoretical force do?"

"Since it counteracts other forces," Maverick replied, "It is capable of doing almost anything: reversing gravity and demagnetizing a substance are some of the few things it can do. But the cool thing about this is that the particles that make up the Nemesis force can be made and harvested in certain nuclear reactions."

"Wait!.. So your saying that using the power from the Valhalla supercomputer's nuclear battery we can give superpowers to everyone else in our group." Jeremie stuttered in amazement.

"Not exactly," Maverick replied, "Their bodies won't be able to handle powers like mine but if we solidify a large enough number of particles into solid wearable objects, it will be like having your own personal activated tower. If we make enough of these objects it will give our friends the energy needed to use their Lyoko forms on earth. Do you see?"

"Incredible!" Jeremie replied, "Tell Franz to come over to the holo-panel. While we wait for the others to get back You, Franz, and I will make a program for materializing these upgrades."

And so Franz, Maverick and Jeremie worked on the program while they waited for the others to get back.

After about 15 minutes Aelita, Sissi, and William appeared, followed by Antea, Odd, and Sam a few minutes later. Soon after a voice range out warning that all sectors were online and open to intruders. Seconds later Zettabyte, Ulrich, and Yumi appeared.

"Everyone's here," Zettabyte said, "Good, Maverick go stand below the core and I'll start up the installation procedure."

"**WARNING, INTRUDER ALERT!, WARNING, INTRUDER ALERT!**" a voice range out overhead.

"Hurry, They're coming," Zettabyte yelled as Maverick stood under the core.

Zettabyte started up the power installation procedure and Maverick was lifted into the core of Valhalla.

"Alright, installation is in progress," Zettabyte panted nervously, "Now we just need to…"

"WHUMP!"

"They're here," Aelita said eerily.

No sooner had Aelita spoken these words than hundreds of monsters began to come out of the four the entrances in each corner of the room, They were a complete mix of Xana's monsters and D.O.S.'s monsters.

"Jeremie open up the offense protocols and you will be able to control the core sector's turrets," Zettabyte roared in panic.

"Um…Okay," Jeremie said surprised, he had not been expecting to be able to help in the fighting.

While the monsters approached, the Lyoko warriors readied their weapons while Jeremie brought up a ring of 12 laser turrets that surrounded the core.

"How do I operate these things," Jeremie asked.

"If I understand it correctly, you have to click on the group of monsters that you want them to shoot at," Zettabyte replied, "If you leave them alone they will pick their enemies at random."

The monsters were close now and the group commenced their attack.

"Pow, pow pow," Sam said as she opened fire, "Always the first priority."

Monsters of all kind, Crabs tarantulas, blocks, robo-wolves began charging at the group. Those melee weapons like William, Ulrich, Sissi, and Antea, rushed forward to meet the enemy in combat. Everyone else who had ranged weapon fired from a distance. Soon Jeremie's turrets activated and began shooting volleys of lasers at the monsters. Before long the fighting became an all out firefight, the Lyoko warriors doing everything they could to protect Maverick while his powers were installed, the malevolent A.I.'s doing everything they could to try and stop the Lyoko warriors and destroy Valhalla. Unlike the Lyoko core, Valhalla's core protected by a much stronger shield which could only be damaged if the attacker was very close to it.

After a long segment of fighting Xana's and D.O.S. monsters did the unthinkable and retreated back toward the walls of the massive room after slightly thinning out. The Lyoko warriors looked at each other surprised but their curiosity was soon interrupted by a large thumping sound. The Lyoko warriors turned towards the source of the noise and were greeted by a series of growing cracks on one of the massive walls of the core room. The crack's grew and grew until finally a large hole was smashed through the wall. On the other side, in all its monstrosity, was the Kolossus.

"SOMEONE KILL THAT THING," Jeremie shouted, "IT'S POWERFULL ENOUGH TO DESTROY THE CORE IN A SINGLE STROKE."

The Kolossus and the rest of the monsters began to advance and the fighting resumed. Even with a limited number of Xana's monsters, the group slowly lost ground while trying to destroy the Kolossus. They eventually succeded in taking it down when Zettabyte hit it in the eye with a missile shortly after Odd hit its sword-target with a few well placed laser arrows. The downside was that Odd, Sam, Sissi, William and Antea, the last four of which were still fighting the monsters, were not able to get out of the way in time when it fell and were smashed into devirtualization.

Even with the Kolossus lying dead on the floor, the remaining Lyoko warriors still couldn't rest. After losing five of their number, Ulrich, Yumi, Aelita, and Zettabyte struggled to take out the still rather large group of monsters. Even Franz, who had been periodically checking on Maverick power installation, was now completely focused on eliminating the monsters with large laser blasts that he shot from his orb-like body.

After half an hour of long fighting, the last of the monsters finally died in combat and the Lyoko warriors breathed a sigh of relief. Their relief was cut short however when a harsh maniacal voice sounded from one corner of the enormous room and the warriors turned to see Xana himself standing near one of the entrances holding and orb of Marabounta in his hand.

"Fools, so you may have defeated my most powerful monster," Xana cackled, "But rest assured, you shall now be defeated by the same enemy that defeated your mighty Maverick."

Xana dropped the marabounta on the ground and left the chamber as it began to rapidly multiply. Zettabyte tried to take it out with a plasma bolt but the blob was by then too large to accurately hit the central orb that was creating all the others. The blobs advanced rapidly and soon began to enclose the Lyoko warriors. Then by a stroke of luck Zettabyte tried to use his flamethrower on the marabounta and as soon as the first tongues of flame touched the slime it lit up like gasoline and trailed back to the central orb, burning it to a crisp and taking all the other marabounta with it.

As soon as the marabounta were dead Xana reappeared not 30 feet from the Lyoko warriors, glowing in a crimson aura.

"This has been fun but you have no chance," Xana growled demonically as Taelia, the Darkrezoa, C.R.O.N. and D.O.S. appeared around him, "Time to lose."

"Don't count on it," a voice snarled from behind the remaining Lyoko warriors.

The Lyoko warriors turned around to see Maverick descending from the Valhalla core. His appearance was slightly altered. His Lyoko hair, which used to be a mess of blue and black was now a clean defined Blue-tiger pattern. His ears had now gained points like Aelita's and his eyes had turned completely blue, no black, no white, just pure blue orbs with wisps of blue smoke coming out of them.

"You're supposed to be dead," Xana roared, "If your little friends hadn't been there to help you, I would have finally gotten rid of you."

"You know Xana," Maverick chuckled walking to the front of the group, "I really must thank you for strengthening me."

"What do you mean!" Xana hissed.

"When you ripped my powers from me," Maverick smirked, "You caused the cells in my body to become more capable of holding onto power energy."

"WHAT!" Xana shouted.

"Yes," Maverick said still smiling, "And thanks to that and my reinstallation, not only are my power stabilized, I have double the power capacity that I used have. And your powers, since you took them form me before I reinstalled them, are still capable of shutting off if you over exert them."

Xana's face turned red with rage as he charged madly at Maverick who pointed his hands forward and sent a powerful shockwave at Xana who was sent skidding back toward his allies.

"Leave now Xanaa and take D.O.S. and C.R.O.N. with you," Maverick said in a neutral tone, "Stay here and I will personally kick your digital ass."

Xana growled before he and his allies vanished in a puff of smoke as Maverick turned back to his open-jawed friends.

"It's about time someone put him in his place," Ulrich said high-fiving Maverick, "What do we do now."

"We need everyone virtualized here first," Maverick replied, "Then I can explain a few things."

After everyone was virtualized, Jeremie included, Maverick spoke.

"There are some things I need to explain before we go home," Maverick replied. Then turning to Zettabyte "Run the program."

Zettabyte hit the enter button of the central holo-panel and beams of code shot out of the Valhalla core and hit each of the Lyoko warriors.

"What was that?" Ulrich asked bewildered.

"A program that will allow all of you to use your Lyoko forms on Earth," Maverick replied, "Except for Jeremie, his will allow him to conjure an energy shield to protect himself during Xana attacks."

"What do you mean 'his'," Yumi asked with a raised eyebrow.

"Each of your power forms will be contained on a small metal medallion that you will find around your neck when we go back into the real world," Maverick replied, "In the real world you must double-tap the medallion to bring up your Lyoko form. You will then have 100 life points like usual. Run out of life points and you will go back into your normal forms. After going back to normal your medallion must cool down for half an hour before it you can use your Lyoko form. Now that I have my powers back we will only need the skid one more time to invade Xana's home replica, I'll explain that further in a moment. When we begin invading Carthaginian, or Men in black if you prefer, bases, I will teleport all of us there and once it is destroyed we will teleport home. I will provide with some armor and weapons in case your Lyoko form is taken out on the mission. If your armor is broken and you and you get hurt on a mission simply hold on to the medallion and say Valhalla. Doing so will teleport you to Valhalla where the computer system will automatically heal you. Any questions?"

"How did you get the armor and weapons and what are they?" Jeremie asked.

"My parents and I developed it when they weren't working on Valhalla," Maverick replied, "The armor is made up of plates of carbon nanotubes. The weapons are ray guns. I'll explain more when we next invade a Carthaginian base."

"You mentioned invading Xana's home replica," William asked.

"Yes that," Maverick replied, "When Xana tried to attack Valhalla, I managed to record the coordinates of the replica he came from. Destroying that replica will delay the time needed for him to be ready to take over the world."

"And last," Maverick said turning to Zettabyte, Antea and Franz, "We can't afford to bring you with us on missions in case things get to crowded and since you don't have much experience fighting. We will call for back-up if things go bad though. And as for you, Antea and Franz, You will be safe from Xana and the Carthaginians on Valhalla so I suggest that you stay here for the time being."

"That's probably a good idea," Franz replied.

"If that's all you have to say for now Maverick than I suggest you teleport us back to Kadic," Ulrich asked, "Its already eight o clock and we don't want Jim to get suspicious."

"Agreed," Maverick replied, "We have had a long day, I suggest we strike within 48 hours though in case Xana recovers quickly."

"Yeah I've had my share of kicking butt for today," Odd said in a satisfied tone.

Maverick had Zettabyte seal off Valhalla from the internet before teleport everyone except for Zettabtye, Antea, and Franz back to their designated locations. Yumi to her house, everybody else to the dorms.


	18. Chapter 18: Retaliatory Strike

Chapter 18: Retaliatory Strike

Disclaimer: I don't own Code Lyoko

**Note: For those who are unsatisfied with my battle scene, I will try to make them more detailed in the upcoming chapters.**

At 4 o clock the next day, after classes had ended, the Lyoko warriors were staging the attack on Xana's home replica.

"Recovery," Aelita said as the navskids returned from decimating a group of sharks.

"Wahoo," Odd said as he returned, "I can't believe we got an entire website to crash."

"That's not something to be proud of you idiot," Yumi said glaring at Odd's navskid, "Facebook has enough bugs without you deleting an entire hub. This wouldn't have happened if you would just watch your aim." (I don't own facebook)

"You're no fun," Odd pouted.

"If you're all done arguing we're approaching the replica," Aelita said, "Maverick be ready in case we can't break this lock."

"Roger that," Maverick replied.

Yesterday after Maverick teleported everyone home, he noticed some changes to his own body. While his hair use to be brown with blonde streaks, his reinstallation had changed it to his Lyoko style of black and blue tiger stripes. More over his eyes, like on Lyoko, turned to smoky blue orbs when he used his powers.

After a few minutes Aelita and Jeremie failed to break the lock and Maverick was called to hack it.

"I can't wait to test out my new powers on Xana's minions," Maverick said as he used his newly-obtained full telepathy to get the pass-code.

"Just make sure you leave enough for us," Ulrich remarked.

"I can do that," Maverick replied as he cracked the lock, "Got it!"

"Way to go," Aelita congratulated as the Lyoko warriors entered the replica.

The skid burst out of the digital sea and was met by an apocalyptic site. The entire sector was a large, seemingly never-ending plateau of wasteland constructed of light brown sand and the charred husks of trees. Off in the distance was a large demonic castle made of what looked like obsidian. The group guessed that it was Xana's palace.

The Skid docked next to a tower so all of the Lyoko warriors could get off. Maverick then used his powers to teleport the Skid back to Lyoko so it wouldn't be in any danger.

"Okay guys listen up because this is the plan I've come up with," Jeremie said over the intercom, "Fight your way into Xana's palace, Maverick use your powers generously, find Xana's control room and get any information you can. Once you do that, Maverick or Aelita will program the supercomputer to overload from within the sector. The shutdown, fortunately, will devirtualize you and not send you into the digital sea. Also the programming of this sector is preventing me from materializing your vehicles so you'll have to go on foot."

That said, the group took off toward Xana's palace and had only made it a hundred yards before they were ambushed by a group of Mantas. Within seconds Maverick locked onto every single one and crushed them with his powers.

"Too easy," Maverick smirked, "And I thought Xana would give us a challenge."

"He knows you guys are here though," Jeremie said, "Be on your guard."

***Xana's control room

Xana, Taelia, CRON, DOS, and the Darkrezoa watched a screen and saw Maverick effortlessly destroy a group of over 20 Mantas.

"My regular monsters are of no use as I expected," Xana said to his minions, "I didn't have much time to get a counter offensive ready for this but hopefully this will defeat them. If not, I will send all of you out to defeat them."

Xana pressed a button on his holo-panel.

***Back to the Lyoko warriors

The Lyoko warriors had advanced a little further before they encountered another group of monsters, 10 Crabs and 10 Tarantulas all clad in thick reflective armor. Maverick sent a powerful shockwave at the monsters and stared amused as it simply passed by them.

"Their wearing power-resistant armor," Maverick called to the others. He then noticed that there were certain weak points where the armor plates met. "Aim for the cracks in their armor." He shouted

The group charged at the monsters as Maverick teleported behind the enemy and began to exploit their weak points with large bolts of dark-fire. Ulrich, William and Sissi dug their swords into the cracks of the armor and when the chance was given and Aelita and Sam both had a large amount of success with their long range weapons. Only Yumi and Odd had trouble exploiting the cracks with their weapons and while Yumi was still able to focus on dodging enemy blasts, Odd got a little too carried away with attacking and eventually got shot too many times and was devirtualized.

"Dang it," Ulrich said when he saw Odd fall, "I was hoping we could use him for a distraction."

This caused several of the others to chuckle as the Lyoko warriors took off again. Before long they reached the large iron doors that were the entrance to Xana's palace. The doors were locked down and Maverick conjured a holo-panel and started hacking. After a few minutes Yumi and Ulrich walked over and looked at the holo-panel and looked at it, this is what they saw:

…

"Don't tell me you actually understand that," Ulrich said looking at the binary code.

"Oh hell no," Maverick chuckled, "My powers give me a translator for this crap. There's no way I could figure it out otherwise."

After a few more minutes Maverick got the pass-code and the door slowly swung open, only to reveal another set of doors.

"YOU'VE GOT TO BE KIDDING ME," Ulrich, Yumi, and Sam shouted at the site of the doors.

"Hold on I can take care of this," Maverick growled looking at the doors, "But I've already exerted my powers a lot. Xana is setting up obstacles to weaken me."

"Won't you need to hack more to get through this," William asked pointing at the door.

"No, it doesn't have a pass-code," Maverick said bringing his hands together, "There's only one way to get through this, stand back."

William retreated as Maverick shot a beam of static-blue energy at the door which shattered into pieces. The Lyoko warriors were waiting for the smoke to clear when a large elliptical laser shot through the smoke and hit Sissi dead on. Seconds later, three megatanks rolled out of the smoke and began to attack. Maverick, although his powers had been fairly exerted but not depleted, used a power similar to telekinesis to force a megatank shut right before it fired. Without anywhere for the laser to go the megatank exploded but took away some of Ulrich's life-point in the process due to the shrapnel.

William meanwhile was playing chicken with another megatank, jumping out of its laser just in time. The others were unsure of his plans until he managed to get his megatank to shoot the other megatank in the eye and then proceeded to slash his megatank in its weak spot.

The Megatanks dead, the group entered the palace and kept moving down its dark hallways until they came to a patrol of five armored blocks and three slashers.

The group attacked ferociously, Ulrich using his triplicate while William activated his silver rage. Sam used her corrosion power to lock up the joints, while Maverick teleported some of the blocks high into the air and letting them fall to their death. Yumi, Sam, And Aelita shot at targets from long range. Within just a few minutes the monsters were dead and the group took off again.

The Lyoko warriors kept running down hall after hall of black stone, never finding any indications of their location or maps. Eventually they came to the conclusion that they were lost

"Hey Jeremie, how do we get to the control room," Ulrich called as the others came to a stop.

"There will be a large room coming up pretty soon," Jeremie said, "After that you'll have to split up, some of you will have to wait by the door to the control room staircase while the others unlock it from its controls in the palace's basement."

The group pressed on through the black hallways of the palace and soon came to a large high-ceiling room. Inside, the Darkrezoa, CRON, DOS, Taelia, and Xana were waiting.

"It was foolish of you to come here," Xana smirked at the warriors, "ATTACK!"

CRON shot two grenades at Maverick who caught them with his powers and returned them to their sender, blowing him up into a burst of pixels. Ulrich and William teamed up and entered a fierce sword fight with Xana. Sam, Yumi, and Aelita began fighting DOS and Taelia. Talia sprayed wave after wave of thorns at Aelita while Sam, who was a lot more agile than her foes, shot at DOS who parried with large laser bolts.

Xana eventually got tired of the sword fighting and switched targets with the Darkrezoa who was trying to take out Maverick. The Darkrezoa lasted about three seconds, its shield's already depleted, against two katanas and William's cleaver sword. The jellyfish ended up getting its tentacles shredded by his enemies before they finished it off with blows to its bulb. However the Jellyfish did not go down with taking William with it with a laser blast form one of its cannons.

Xana and Maverick meanwhile were battling it out with their powers, each sending shockwaves and blasts of energy at each other and then dodging or blocking their enemy's attack. Maverick eventually was able to exploit Xana's weaker powers by shooting a black hole at him with his singularity power. As Maverick expected Xana tried to block the vortex instead of dodging it and ended up exerting his powers too much, causing them to shut off. Maverick, not wanting to miss an opportunity, knocked Xana in to the air with shockwave and nailed him in the head with bolt of sapphire energy, defeating him. DOS and Taelia, who were the only enemies left, were quickly surrounded and overpowered by Ulrich, Yumi, Sam, Aelita and Maverick.

"Okay Jeremie," Yumi called out, "We got rid of them and have found the staircase. What now?"

"You and Ulrich will have to go to the palace's basement and disable to security for the door," Jeremie replied, "Aelita, Sam, and Maverick, you guys waits by the door. Once it opens get to the control room and ransack it for data. Be quick about though, Xana won't be too happy about you raiding his personal files. Once you've gotten all the data you can, have Maverick or Aelita program the replica's supercomputer to overload."

Following Jeremie's instructions, Ulrich and Yumi went down a different hallway until they reached a stairwell that led down deeper into the sector. They soon came upon a complex that looked like a rip off of something from Indiana Jones.

The complex was a long hallway filled with three main sections, the first was a maze of trip wires that Ulrich and Yumi carefully crossed, lifting their feet over each wire in order to avoid setting anything off. The second part of the complex consisted of a rows of bladed pendulums. The two easily got through when Yumi used her telekinesis to hold the pendulums still while she and Ulrich passed. The third part of the complex was a large lava pit in which the only way a person could get across was to leap across and hope you made it. Ulrich got across by using his super sprint to build up enough momentum for the jump while Yumi used here telekinesis to hover across.

The two walked over to the control panel and Ulrich the 'off' button for the security door that led to the control room.

***a few floors up

Aelita and Sam jumped, startled by the 'thunk' the security door made when it opened.

"Door's open," Maverick said, "On ni vah." (French for 'let's go')

The three ran up the spiral staircase that led to Xana's control room. At the top, Maverick stopped them.

"Hold on," He warned, "Let me scan the room with my powers."

Maverick closed his eyes and put his middle and index fingers to his temples. Second later he burst through the door unexpectedly, conjured a bolt of dark fire and destroyed a large cylindrical machine.

"Whoa, what are you doing, "Aelita asked as she and Sam came over and looked at the machine.

"I scanned the room and sensed this thing about to make another Lyoko form for Xana," Maverick explained, "Xana doesn't have a real form so he uses this machine to create one for him each time he is defeated."

Maverick then turned around and took in the room. It was a semi-circular room in shape, the flat side contained and number of control panels and consoles, the very central one being a holo panel. In the center of the room was a large obsidian throne lined with red cloth.

The three walked over to the holo panel and Aelita started sifting through the data. After a few minutes she spoke.

"Jeremie I've sent you all the data I can," Aelita called, "I'm starting up the overload procedure."

"Alright," Jeremie replied, "Everybody get ready to be devirtualized."

Minutes later, the entire sector burst into pixels as its supercomputer was fried.

*** later

The Lyoko warriors were standing around Jeremie at the supercomputer while Jeremie decoded the data.

"Guys this is probably the most valuable data we have ever gotten," Jeremie said, "We now know the location of almost every Carthaginian base on the planet. Maverick knew of a few when he came here but this data far surpasses his knowledge of their locations"

"I figured Xana would have something like this," Maverick smirked as most of the Lyoko warrior's jaws hit the floor, "It was foolish of him to not keep the data in a more secure replica."

"The computer will autonomously decode what each base contains for the next two days," Jeremie said, "Once we know what we are up against, we can choose where too attack."

The group began to cheer in celebration, the offensive would soon begin.


	19. Chapter 19: Assistance from Above

Chapter 19: Assistance from Above

***The Computer Room

48 hours later the information about the contents of each base had been decoded. Maverick, Jeremie and Aelita were in the lab (or computer room) finalizing their plan of attack.

"I'm telling you Jeremie," Maverick said, "If we pull this off we'll set the Carthaginians back a lot."

"I know," Jeremie said, "But I think finding the coordinates for their main base is more important destroying others first. What do you think Aelita?"

"I have to agree with Maverick on this one," Aelita said, "It's better to weaken the enemy before trying to completely take them down. Besides the base Maverick had shown you, should have at least a part of the main base's coordinates in it. It'll be hitting two birds with one stone."

"I guess that works better than what I had in mind," Jeremie replied stroking his chin in contemplation, "Alright, tell the others get here, we have some serious work to do."

***ten minutes later

"We got the call Jeremie," Ulrich said as he and the others poured out of the elevator, "What's the plan?"

"We're going to launch a massive attack on the Carthaginians," Jeremie said, "I'll let Maverick explain since he came up with the plan."

"Here is what's going down," Maverick said as all eyes turned toward him, "Jeremie, Aelita, and I found that the base we are invading contains the controls for the laser satellite that Xana has used occasionally in the past. After we get the necessary equipment stored at the Valhalla supercomputer, we will invade the base destroy any Carthaginian agents that get in our path, take control of the satellite, and use it to destroy as many bases as we can before the Carthaginians can surround us."

"I'm fine with that except for the killing people part," Yumi said, "I can destroy monsters but I could never bring myself to kill another human."

Maverick sighed as he contemplated how he would explain his reasoning.

"I know most of you would probably have trouble killing others," Maverick said calmly, "I shiver at the thought of having to kill someone. But the Carthaginians have ties in every government around the world, that's how they get their funding. Because of this we can't take them out through the justice system. The only other option is to take this into our own hands. Besides if we don't destroy them, they will take over the world and slaughter everyone they hate without mercy. The Carthaginians and Xana will make life a living hell for every single person on the planet. The world as we know it will become one large military dictatorship. The only way to stop them is to destroy them, and that means we will have to kill."

"…..I suppose your right…" Yumi said after a long silence, "We don't really have any other choice do we."

Maverick nodded and then spoke.

"If everybody is ready, I will teleport us to the Valhalla supercomputer." Maverick said, "Jeremie will remain here to give us technical support on the mission."

The group nodded, Maverick tapped into his powers, and everyone except Jeremie vanished.

The group appeared in a long stone room. At one wall was a door, all the other walls were lined with high-tech weapons and armor. The weapons were all identical, sleek, shiny, alien looking weapons that were about the size of an M16. The suits of armor were also identical and consisted of plates of black carbon nano-tubing and all had a silver mesh material where the plates met.

"My mother was part of the weapon's division," Maverick said, "She was in charge of designing superior weapons for use if a base came under attack. She made this stock of weapons and armor so if she and my father failed to take down the Carthaginians than who ever found these might be able to instead."

Maverick walked over to the weapon's rack and picked one of the devices.

"Follow me," Maverick said and he lead them to a small hallway that served as a shooting range. Maverick pressed a button on the wall and a plastic human-shaped target popped up at the other end of the range.

"These are ray guns," Maverick said, "Unlike the sci-fi laser or plasma rifles, these shoot quick pulses of condensed energy that are invisible to the human eye, but they do have a blue muzzle flash that can be seen. The power packs in these weapons have a half-life of over a thousand years so they do not need to be reloaded. However the weapons can overheat and there is a heat gauge on the back of the weapon that tells you how close to overheating the weapons. If your gun overheats in combat press the cool-down button just below the heat gauge which will cool-down the weapon in five seconds. These weapons have two modes stun and kill. Stun will partially paralyze any enemy for about ten minutes, useful for getting someone without killing them if they have info we need. The kill setting will do just as it says. Any questions?"

"Can we have a demonstration," Odd asked.

"That's exactly why I brought you in here," Maverick smirked.

Maverick turned and aimed down the iron sights on the weapon and the dummy target and pulled the trigger. Three loud zapping sounds rang out as two large holes were burned through the dummy's torso and one through its head.

"I think everybody should take a few shots to get the feel of it," Maverick said. The Lyoko warriors were very excited to do so.

After everybody had had a turn, Maverick led the group back into the armory and showed them the armor.

"This is carbon nano-tube armor," Maverick said, "It is very strong and very light and will be the main thing protecting you on these missions. The silver stuff between the plates is a material that is similar to spider silk and is almost stronger than the nano-tubing itself. The armor covers 100% of your body when worn and has a visor made of bullet-proof glass. It also has a place for easy access to you Valhalla medallion that you were given. Although I would recommend using up your Lyoko form first you can use the medallion to go back to your human form if you fight better with this equipment."

"That'll be useful," Ulrich said, "I won't always do well using my sabers against people with guns."

"A good observation," Maverick continued. "Also remember that if you armor gets worn out and you get hurt form enemy fire you can use you medallion to teleport back to Valhalla where you will be healed. However, doing so will take you out of the mission since I do not have enough power to teleport all of you back to the battlefield after getting injured. Any questions?"

"What if we aren't strong enough to move with the armor," Aelita asked.

"The armor has motorized joints to enhance your physical abilities," Maverick said, "However if the joints are destroyed then it will be a little hard to move. The armor is lightweight though so that shouldn't be much of a problem, even if you aren't that strong. So are you guys ready to get suited up?"

Several 'yes's' and nods came from the group and they spent the next fifteen minutes finding suits of their size's and putting them on. After everyone had their armor on, although you could only tell who was who by looking into their visors, Maverick spoke again.

"One last thing," Maverick said looking over the group to make sure everyone had their armor on, "Be prepared to fight the second we come out of teleportation, I can't exactly pinpoint areas over such large distances so if we end up in a room full of guards I need you to be ready. Now double tap your medallions."

Each member of the group did so, bringing up their Lyoko forms.

"Alright," Maverick said as he tapped into his powers, "Is everyone ready?"

"Ready," The Lyoko warriors shouted in unison and then gathered around Maverick.

Seconds later the entire group vanished in a puff of smoke.

*** in a secret base in western Russia

A group of scientists were working at their stations when a large group of teenagers appeared out of nowhere and tumbled to the ground. There were harsh curses in Russian as several scientists hit alarm buttons while others pulled pistols out of there lab coats.

"Oh crap!," was the only phrase the Lyoko warriors could utter before claxons began to roar.

Ulrich, Sissi, and William were immediately up on their feet and cleaving hostile scientists. However their Lyoko forms were soon decimated by the rounds the scientist were shooting at them. The others who had long ranged weapons picked off the scientists from the safety of behind desks and counters.

Ulrich, Sissi, and William were the most exposed when a group of five guards burst into the room. One look at their uniforms, their red burettes to be particular, identified them as Spetsnaz, Russian special forces.

The Spetsnaz took one look at the energy weapons and armor that William, Sissi, and Ulrich were wearing before through small glowing E.M.P.'s at the three. The grenades detonated and shutdown the trio's weapons, the rest of the group's Lyoko forms, and Maverick's powers which were sensitive to electromagnetic radiation. The grenade had barely gone off before the Spetsnaz raised their assault rifles and fired, aiming for the crack's in Ulrich's, William's, and Sissi's armor. The three Lyoko warriors double tapped their medallions as armor-piercing round cut through the soft tissue of their bodies and were immediately whisked away to Valhalla.

With roars of rage, Odd, Maverick, Yumi, Aelita and Sam, their weapons having recovered from the electromagnetic blast. The one of the five Spetsnaz had head disintegrated as the Lyoko warriors opened fire. The remaining Spetsnaz ducked for cover, using their training to hit the ground rolling so they could quickly come back up and return fire. However they didn't get the chance as they and every other object in the room, except for the Lyoko warriors, were smashed by a shockwave of Maverick's powers. The door to the room was blown off its hinges by the blast.

"MOVE MOVE," Maverick shouted as the shockwave dissipated, "There will be more here soon! Jeremie we need directions!"

"Go out into the hall," Jeremie instructed, "Take a left and go until you find a stairwell."

The Lyoko warriors ran down the hallway and found the stairwell and, after being instructed by Jeremie, ascended it to the floor with the satellite control room. The Lyoko warriors were halfway down the next hall when they came across another squad of Spetsnaz guards. The five guards immediately backed up into the hallway they had come from and used the corner as cover. The Lyoko warriors, although they had been caught in the middle of a hallway with no cover, were saved since this squad of enemies were not using armor piercing round.

Maverick used his powers to rip sheets of metal off of the walls and jam them into the ground for cover. The others began to open fire but did not score any hits due to the agility of the Spetsnaz who would retreat behind their corner as soon as a weapon was pointed at them.

With neither group making any headway, the Spetsnaz stopped fire for the few seconds they needed to switch to the armor piercing rounds they had been instructed to use on armored foes.

The cover the Lyoko warriors were using was cut to Swiss cheese as the armor piecing rounds tore through the planks of steel. Odd and Sam, who made the mistake of huddling together, were targeted the most and both suffered injuries to their limbs and chest that they fell unconscious from blood loss. Yumi, who was close to Odd and Sam, stopped firing long enough to activate her unconscious friends' medallions and send them back to Valhalla where they would be healed.

Maverick, noticing his friends' defeat and the now advancing Spetsnaz troopers called upon the nemesis force that made up is powers and pulled bare wires from the cables lining the ceilings and forced them to wrap around the Spetsnaz soldiers, electrocuting them to death.

Maverick, Yumi, and Aelita, who were now the only remaining Lyoko warriors, took off again down the hall.

"The control room is at the end of the hall," Jeremie said anxiously, "Hurry up before more guards come."

Maverick, Aelita, and Yumi finally came to the end of the hall and saw the double steel doors that entered into the control room. As they approached they noticed a small keypad on the side which mean the door was pass code protected. Aelita used her digital powers to bring up the pass code and the steel doors slid open with a hiss. The trio entered the room and came face to face with a group of scientists. The three, not feeling particularly merciful after fighting so many annoying guards, raised their weapon and shot each scientist.

"Jeremie, see if you can hack these doors to keep the guards out," Aelita shouted.

"Already on it," Jeremie said typing on his keyboard. Seconds later the doors slammed shut.

Maverick and Yumi guarded the two entrances to the room while Aelita worked on the computer.

"We're not going to last once the guards get through those doors," Maverick said, then speaking into his medallion said, "Zettabyte, Antea, we need your help."

Specter forms of both Antea and the cyborg appeared in front of Maverick. After quickly briefing them on the situation Aelita turned around and spoke.

"The satellite is under our control," Aelita said, "I'll start up the firing procedure, everyone else get ready, the guards are going to be swarming once they get word of what we're doing."

Yumi and Zettabyte guarded one door while Maverick and Antea guarded the other. On the computer screen Aelita was operating, a map of the world came up. It was littered with at least 100 red dots, each signifying the location of a Carthaginian bases. After a few minutes of hacking, Aelita had locked the Satellite onto 80 out of the 100 bases and a small window popped up on a smaller screen.

….Maximum targets locked on…..

….Commence Firing sequence….Y/N?...

Aelita hit the "Y" key and second later a base disappeared from the map as the Satellite destroyed it with a single shot. A few seconds later a second base disappeared from the map as well and the cycle continued, every few seconds a base disappeared.

After 5 bases had been destroyed loud alarms went off and a harsh Russian voice began shouting into out of the speakers.

"What are they saying," Yumi asked worriedly.

"No idea," Antea said getting into a fighting stance, "But I expect we will have company very soon."

She was right, half a minute after the alarms went off there was a pounding at each door. Seconds later, each steel door was blown into scrap as the guards breached them with explosive charges.

Maverick and Antea formed a defensive position as four guard squad entered the room. Antea wrapped her wings around herself to protect her from the enemy bullets whiler Maverick teleport behind the guards. He then massacred the two rear guards with headshots from his ray gun as Antea came out of her protective shell and sliced the two from guards with her crystal dagger while they were reloading.

Maverick looked to the other side of the room to see how the others were doing as saw Zettabyte disintegrating his enemies with his plasma cannon while Yumi did her part by going full auto with her ray gun.

Unfortunately, Maverick's temporary lapse in attention cost him dearly as he did not hear more guards entering the hallway leading to the entrance he was guarding. Maverick felt a blistering pain in his shoulder as an armor-piercing round got through his armor and hit his shoulder. Maverick, despite Antea's pleas to run for cover, wheeled around and opened fire while he used his powers to heal his wound. He faced his enemies for mere seconds when a grenade landed at his feet and sent him flying back into Antea, and the two crashed into the ground.

The Spetsnaz guards took the opportunity and opened fire on the two before they could get up and as bullets were whizzing past her, Antea grabbed her dagger and pressed a button on the hilt shouting the words "TIME OUT."

Zettabyte, Yumi, and Aelita all stared in wonder as everything around them from the guards to their bullets stopped.(note: this is a Lyoko power, not a real-world power.)

"Don't just stand there," Antea shouted, "I can only stop everything for so long, How many bases have been destroyed."

"73," Aelita replied looking at the screen.

"73 will be sufficient, if we stay longer we'll get surrounded," Maverick said as his shoulder finally healed, "Get whatever data you can, overload this base's reactor, and let's get out of here."

While Aelita downloaded the data, Maverick sent some of his energy into Antea so she could keep time stopped longer. Within a minute everything was done and the group teleported home. The Spetsnaz guards looked around confused as their enemies disappeared. They then looked in horror as the Russian equivalent of the words 'Self-destruct in 5…4…3…2…' appeared on the screen.

***Later

The group sat around in Jeremie's room going over what had happened.

"Well guys, We did really well and really bad at the same time," Jeremie said, "We almost failed this mission due to a few fatal flaws."

"Keep in mind this is our first time fighting other human's though," Ulrich said, "We haven't had any practice with our Maverick's equipment on earth."

"I understand that," Jeremie said, "None the less you guys need to remember to reactivate your medallions after they're cooled down. None of you did that today, but I can't blame you for forgetting to do so."

Jeremie then turned to Maverick.

"Maverick I know you are still uneasy about over exerting your powers but you have to use them more," Jeremie said in serious tone, "This mission could have been a lot easier if you hadn't waited to the last minute to use them. Use them generously and these missions we be a lot easier on all of us."

"I will," Maverick replied, "Keep in mind I got E.M. right at the beginning."

"True enough, " Jeremie said. "Now aside from a few mistakes the mission was a success. We have set the Carthaginians back months. What is more, we now have partial coordinates for the main enemy base. If we raid the two Carthaginian bases containing the other parts for the coordinates, we can launch an attack at the main base, kill Xana and the Carthaginian leaders, and end this once and for all. And luckily for us I know the location of our two target bases"

"Let's get to it as soon as possible then," Odd whooped excitedly.

"I would advise against that," Maverick said, causing the entire group to stare at him.

"How come," Yumi asked with a raised eyebrow.

"If we attack again so soon, our enemy will pour all their resources into stopping us," Maverick said cautiously, "If we let our enemy attack and wear themselves out a little bit it will make our attacks easier. In other words we should play this like a game of chess. We just attacked, now it's their move."

The rest of the group saw Maverick's logic and murmured in agreement.


	20. Chapter 20: Chaos at Kadic

Chapter 20: Chaos at Kadic

***The Rec Room

The group was sitting around the Rec Room watching a news report on a nuclear meltdown in Russia.

"The Russian government has still not been able to determine the cause of the nuclear meltdown 2 days ago that took an entire government facility with it," A brunette female reporter said, "However they suspect terrorist activity since the reactor was completely stable upon last inspection and was not likely to have melted down by accident. We are told that the reactor could have been overloaded and melted down that way but there are currently no leads on who, if anybody, caused a reactor overload."

"Boring," Odd said, "They're never going to figure it out."

"Interesting how they call it a government facility," Maverick snorted sarcastically, "More like a well-funded operation of evil."

"Tell us something we don't know," Jeremie replied.

At that moment Milly and Tamia walked up to the place where the Lyoko warriors were sitting.

"Hey Maverick," Milly asked, "We were wondering whether we could give you an interview?"

"Why would you want to interview me?" Maverick said with raised eyebrows, "I'm no one special."

"You may be in your own opinion," Tamia replied, "But quite a few of our readers would like to know more about you since you don't talk to anyone outside your group,"

"That can't be the only reason you want to interview me," Maverick said, using his telepathy to found out why they were so interested in him, "Let me guess Colin, Nicholas, and Herve set you up to this?"

"What, how did you know?" Milly gaped.

"Simple, I'm a telepath with superhuman abilities," Maverick said truthfully but knowing they wouldn't believe him.

Milly laughed and Tamia rolled her eyes.

"Seriously," Milly snickered, "Will you let us interview you."

Maverick looked around to make sure no one but his friends were looking. He then looked both Milly and Tamia in the eyes and said monotonously with a wave of his hand, "You do not want to give me an interview,"

"We do not want to give you an interview," Milly and Tamia said in unison with blank looks on their faces.

"You will leave now and not try to interview me again," Maverick said with the same hand movement.

"We will leave you and not try to interview you again," Milly and Tamia said before turning around and leaving.

"These are not the droids you are looking for," Odd said after seeing them go. (reference to Star Wars)

The group burst out laughing at Odd's comment. After the laughter died down the group continued to watch the TV until three large men in black suits entered the room. All three were Caucasian but each had hairstyles of bald, buzz-cut, and short respectively. The entire Lyoko gang stared in curiosity as the three men entered the room. Maverick was the exception, having detected and read their minds before they even entered the room, he knew exactly who they were.

"_Everyone get ready to activate your medallions," _Maverick said telepathically to the Lyoko warriors, _If you get hurt, teleport to Valhalla._

"I'm going to have to ask you to come with us," The man with the buzz-cut said to the group.

"For what reason," Maverick said calmly, though he more than a little nervous.

"You of all people should know why we are here, after what you did to our bases, you should have been expecting this," The man with the buzz-cut said, "We have armed units ready to enter this building and open fire at our signal. Innocents will be shot as well."

"You really have no hearts do you," Maverick said.

"No, not really," one of the other men said.

"Works for me," Maverick said and in the space of less than a fourth of a second Maverick scanned through the bodies of the Carthaginian agents and used his powers to cut every artery and vein to their hearts, causing them to internally bleed to death before they could even pull their guns out.

As soon as the agents hit the floor, nine swat-armored Carthaginian agents burst into the room and the Lyoko warriors activated their medallions, transforming into their Lyoko forms. As students sprinted out of the Room the Lyoko warriors engaged the Carthaginians in combat.

Two of the Carthaginians tried to take out Jeremie first since he had no Lyoko form but they were surprised when the shield generated by his medallion deflected them back, killing the shooters. Odd and Sam foolishly went kamikaze on two of the agents and the agent kicked over a foosball table which they used and cover for the laser arrows and Uzi bullets being fired at them. They then ducked around the sides of the table and shot Sam and Odd at lower angles, catching them off-guard, depleting their life-points, and forcing them to retreat to Valhalla.

Ulrich, William, and Sissi were all lined up forming a barrier and blocking attacks so Aelita, Maverick, and Yumi could fire. Jeremie, not being of much use, used his medallion to teleport back to Valhalla.

"Maverick why in the world didn't you recharge your powers after last mission," Ulrich hissed as he saw Maverick struggling to tap into his powers.

"I forgot okay!" Maverick hissed.

Seconds later Maverick realized that the entire squad of Carthaginian agent were between them and a power outlet. Maverick took the opportunity, jumped in front of the Lyoko warriors and summoned the electricity from the socket. Large chains of electricity tore through the air, electrocuted the rest of the agents, and recharged Maverick's powers.

"More of them are going to be here soon," Maverick said, "Only a limited number of these agents could have come here. We're going to have to hold out and….."

"ZHHHAAAAANNNNGG"

An elliptical blast tore through the wall and hit Sissi and Aelita taking off their Lyoko forms and sending them flying against a wall. Ulrich, Yumi, Maverick, and William looked through large crack in the wall and saw three megatanks, one of which had just fired. Maverick, not having time to activate the unconscious Sissi and Aelita's medallions, used his powers to send them to Valhalla. Then he, Yumi, William, and Ulrich, who were the only ones left, bolted out of the building and charged at the megatanks.

One of the megatanks fired at Ulrich who was more than capable of dodging the blast. Ulrich used his super sprint to get to the megatank but just as one of his sabers was about to pierce the tank's eye it slammed its outer casing shut, snapping one of Ulrich's sabers in half.

"Great, this is just great," Ulrich said looking at the stump of one of his sabers.

The megatank soon opened again and Ulrich sliced his other saber across its eye, the megatank soon exploded

Meanwhile the others were little headway on the other two megatanks. Even Maverick was having trouble for every time he tried to use his powers whether it was telekinesis or a plain beam of energy, the two megatanks would seal themselves shut to protect themselves from the attacks.

Even after Ulrich rejoined them they made little headway and the megatantks barely attacked as if they were waiting for something.

"They probably waiting for reinforcements," Yumi said as a megetank shut itself to stop her fans, ""We've have to destroy them know before more enemies arrive.

"I have an idea," Maverick said, "William lend me your sword."

William handed Maverick his sword and charged it with Nemesis force from his powers so that a sparking-blue aura enveloped the sword. Maverick then, with the aid of his powers, lined up the two megatanks and hurled the sword at them with the speed of a bullet. The sword smashed through the two megatanks, shells and all, and embedded itself into the concrete wall of a building. The group just stared in awe at the wreckage until finally William spoke.

"Why don't we just let you do the fighting," William said, "Your powers make you a lot more effective than us."

"William calling up Nemesis force from the power storing chemicals in my cells is not the same as lifting weights," Maverick snapped, "It requires a lot of concentration just to get the process started much less focus my powers into a useable form. What is more the process isn't exactly pain-free. Didn't you ever wonder why I always used my powers as a last resort."

"Oh crap," William said, "Sorry, I didn't know that"

"It's alright," Maverick said using his powers again to retrieve William's sword, "Let's just find a more defendable position before…."

"FREEEZE,"

The Lyoko warriors turned around to at least 30 Carthaginian agents and 5 tarantulas pointing their weapons at them.

"Maverick get us out of here," Yumi said fearfully,

"Can do," Maverick replied, and seconds later he teleported them to the factory.

Ulrich, William, Maverick, and Yumi appeared on the factory floor. Maverick immediately turned to the others and spoke.

"It's only a matter of time before they get here," Maverick said, "We need to find a way to slow them down."

"How about a blockade at the entrance," Ulrich suggested, "That will slow them down a little bit and then you and Yumi can hit them from behind the barrier. William and I won't be of much use until they get inside the factory."

"That's not bad idea," Yumi said, "I can use my telekinesis to pull scrap metal from around the factory, then Maverick can use his powers to weld the pieces to the entrance and make a suitable barrier."

"Sounds good," Maverick said, "But we should send Ulrich and William down to the lab and get Jeremie's computer repair tools. That way if I run out of energy we can still continue on the barrier."

"We should get started then," William said, "It might not take the Carthaginians that long to figure out where we are."

With that, Ulrich and William took the elevator down to the lab and got the supercomputer repair equipment.

"Don't you think using this stuff to seal metal together will ruin the equipment," William said, somewhat worried.

"Even if it does, we're going to have to do a return to the past after we kill the rest of the Carthaginian agents," Ulrich replied while hauling a suitcase sized container of tools to the elevator, "If the tools break the return trip will repair them."

As Ulrich and William got the tools Yumi used her telekinesis to drag large sheets of metal from various parts of the factory to the entrance. After the tools were brought of the group got to work using Maverick's technical know-how to operate the tools. After a few bruises from improper use, aid from Maverick's powers, and about 15 minutes of work, the groups had made a suitable metal barrier. It would hold off the Carthaginian agents long enough for Maverick and Yumi to pick off some of them through small openings in the barrier which were large enough for bolts of dark-fire and fans to pass through.

Not long after the barrier was complete, large black vans stopped at the edge of the bridge and armored Carthaginian agents began to pour down the factory bridge. Maverick fired bolts of dark fire while Yumi let loose her fans. Before long the five tarantulas that appeared earlier had also found their way to the factory and began to melt holes through the barrier with their lasers. All in all there were 50 agents and five tarantulas on the bridge when the barrier fell and the Lyoko warriors played it tactical, retreating further into the factory and luring their enemies in. Before they went in however, Maverick made the fight a little more even and hit the enemy with a wave of concentrated energy that disintegrated 30 agents and all five tarantulas. The only downside of such a powerful attack was that it nearly depleted his powers. If he was to use them again they wouldn't do much.

Ulrich and William stood on opposite sides of the ruined barrier and ambushed the 10 of the agents as they came in. It was a dual plan, as the agents passed, Ulrich and William began slicing them from behind while Yumi and Maverick attacked from the front. Within seconds the agents were dead and the Lyoko warriors ran out onto the factory bridge to confront the remaining agents.

As they did so they fell into an ambush similar to the one they had just used. Five agents were waiting for them and only attacked when they had cleared the entrance. The other five shot from the safety of behind their vans.

William made the best of the ambush and ducked below the line of bullets and severed the legs of three of the agents with a blow from his sword and once the agents hit the ground he cleaved off each of their heads with consecutive strokes of his sword.

Ulrich meanwhile took the brunt of the bullets from the other two agents and was forced to use medallion and go to Valhalla. Yumi avenged his feat by slicing the throats of the two remaining agents with her fans. Once she and William had defeated they five ambush agents they turned around just in time to see Maverick hurl a single bolt of dark-fire at the agents hiding behind the vans.

"Maverick what is that going to…?"William began but his question was answered as the bolt of dark-fire hit the engine of one of the vans causing it to explode into a fireball that in turn blew each of the surrounding vans up into a Hollywood style explosion that easily killed the remaining agents.

"Don't just stand there," Maverick said, "We need to do a return trip before the cops get here because of this."

The group ran down to the laboratory and Maverick entered the coordinates for the return to the past and the entire globe was engulfed in a white sphere.

***Earlier, in the rec room

"That was a great finishing move I'll give you that," William said as the group discussed the fight, "I doubt the Carthaginian's will give us any trouble for a while."

The group murmured in agreement while Jeremie opened his laptop.

"Guess what guys," Jeremie said, "The coordinate for our next target have been fully decoded."

"Awesome," Aelita said, "Time to get some payback for what happened today."

"I agree," Ulrich said, "We need to find the rest of the coordinates, attack their main base, and be done with this once and for all."

(**A/N: Hope I did better on the battle scenes, anyway only 4-5 chapters left in this story unless I get and unexpected Idea that extends it. Please review and may the Ownage be with you.**)


	21. Chapter 21: The Prototype

Chapter 21: The Prototype

The next 2 days flew by and before long the weekend was over. Now it was Monday, and more importantly, the day the Lyoko warriors would attack the second base containing the partial coordinates for the main Carthaginian base. However before they could attack the base they had to survive an even more grueling task, boring classes.

"And so by using the alternate interior angle theorem we can see…" the math teacher ranted on as Odd, Ulrich, and Sissi groaned in boredom. Sam, Maverick, Jeremie, and Aelita on the other hand were paying attention and actually made progress in learning the material that their friends failed to grasp.

Classes slowly but surely went by and by the time they were over a few of the Lyoko warriors were considering handing themselves over to the Carthaginians than have to sit through the same boredom tomorrow. However many people feel similar things at the end of a restful weekend.

When classes were over the group made their way to the factory and Jeremie briefed them on the mission.

"Use guys probably know the drill by now," Jeremie said facing the group, "Go into the base kick butt, and get the coordinates."

"And try not to die in the process," Odd added.

"Now there are some things I've done that should help you on the mission," Jeremie added, "I've activated a tower to help Maverick's power supply and give him the ability of pinpoint teleportation, this way you guys can actually choose what part of the base you want to appear in. This will also allow Maverick to have enough energy to do most of his fighting with his powers. This will make things a lot easier on you guys, just avoid E.M.P.'s and you should be fine."

"Anything else we should know before we head out," Yumi asked.

"Yes," Jeremie replied, "The base you are invading will have materialized monsters guarding it as well Carthaginian veterans, there is also a chance you could be facing Spetsnaz again so be on your guard. The base is also the prototype testing facility for the Carthaginians so there might some nasty surprises depending on what they're testing at the moment. If you guys are ready you should head out."

After making a detour to the Valhalla supercomputer to get their equipment, the Lyoko warriors teleported to the enemy base.

The group appeared in a large storage room filled with large crates of unknown material. After making sure they were alone in the room, Maverick spoke into the communicator in his suit.

"Einstein do you have a lock on our signal," Maverick asked.

"That I do," Jeremie replied, "And I've got the map of the base on my screen."

"From what you have, what is your best plan of action," Maverick said.

"Based on what I have here, you guys should wait until I can take the security camera's offline," Jeremie said, "Then proceed to the central command room until you get spotted. Once detected, defeat the current enemies then split into two groups. One will distract the guards and other enemies, the other will head for the command room."

"Roger that Jeremie," Maverick replied, "Give the directions once you're done with the cameras."

After a few minutes of hacking Jeremie managed to take all of the base's cameras offline. With the cameras down, he gave the group their directions.

"Head out of the storage room and take a right, then head down the hallway until you find a stairwell," Jeremie instructed. "Once you find the stairwell go down three floors and you should hit the bottom floor. From the bottom of the stairwell there should be a sign that says 'Class Alpha personnel only'. From there you will have to find it on your own because I can't detect what is down there."

"Shouldn't be a problem," Maverick replied, "Move out."

The group moved out into the hallway and followed the instructions. They headed down the hall for at least 50 meters until they found a stairwell. On the stair well they ran into a lone scientist who didn't even have time to reach for the panic button on his belt before he was shot in the head by three laser arrows. It was a little hard for Odd, or any of the group for that matter, to show mercy on someone who worked for such an evil force.

At the bottom of the stairwell, the group found the door with the words 'Class Alpha Personnel Only' and noticed that the door was locked by I.D. slide and a keypad. Maverick stopped Aelita before she could use her digital powers.

"Don't do that," He warned, "I scanned the lock before we even reached it and if we attempt to hack it, it will set off an alarm."

"I could break the door down," William offered.

"That will set off an alarm as well," Maverick said.

"Then what do we do," Ulrich asked, "Can you teleport us across."

Maverick thought for a moment and then did a quick scan of the area before answering.

"That would work," He replied "But were deep in the base right now and they might have sensors to pick up teleportation energy. It wouldn't set off an alarm but they would probably send someone to check it out and based on this location they would probably send someone from across the door."

"That means we could have company soon after we got across," Aelita said, "And there's no guarantee we can take them out before they set off an alarm.

"That's true," Ulrich interjected, "But it's the less of two dangers so I say we teleport."

There was a brief discussion among the group and the final consensus was to teleport. Maverick accessed his powers and got the group across without setting off an alarm. The group then proceeded down the main hallway looking for the control room. About thirty seconds after teleportation, as was expected, a scientist came out of a door to check out the sensors that had picked up teleportation energy and as he turned a corner, he ran smack into the Lyoko warriors.

Ulrich was the quickest and managed to stab the scientist with one of his sabers. Unfortunately, the scientist managed to hit the alarm button on his belt just before died. Alarms shrieked to life as the scientist's limp body fell to the ground and the Lyoko warriors heard a computerized voice shouting "INTRUDER ALERT, SECTOR ALPHA, INTRUDER ALERT, SECTOR ALPHA."

The Lyoko warriors heard a sound and turned to their left and saw a large hydraulic door at the end of the crossing hall open. The opening door revealed a squad of blocks and human guards who began advancing on the Lyoko warriors.

"Okay time to split up," Maverick shouted, "William, Sissi, Sam, and Odd, do what you can to draw the guards away from us. Aelita, Yumi, and Ulrich, let's go find the control room."

Maverick's group bolted down the hall the while, Odd, Sam, Sissi, and William charged at the guards and blocks.

After running down several hallways in search for the control center Maverick's group came on another squad of enemies, five guards and four materialized kankrelats. Maverick took out the kankrelats in one move, hitting the first one with a beam of Nemesis energy that arced like lighting to the other kankrelats and disintegrated them.

Ulrich, having short ranged weapons, guarded Yumi and Aelita, blocking bullets with his sabers while the girl fired from behind him. Since there was no cover in the hall, the guards soon fell to Yumi's fans and Aelita's energy fields. Between the four of them, only 20 life points were lost from their Lyoko forms.

The group continued down the hall searching for any indication of the control room but could find none and eventually came to a stop.

"This is getting us nowhere," Ulrich said as they turned onto a hallway identical to all the others.

"You're right," Aelita muttered in frustration, "Maverick, scan the area with your powers and see if you find anything."

Maverick nodded and extended his powers over the area for large power fluctuations that were associated with places computer equipment was running. He soon sensed such an area with his powers.

"This way," Maverick said pointing down a perpendicular hallway and the group took off in that direction.

The group followed Maverick down the hall towards the source of the energy and soon came to a large arena shaped room with a large beacon in the center and another set of doors on the others side.

"This can't be right Maverick," Yumi said looking at the beacon, "Why did you lead us to this room."

"I don't get it, all the power fluctuations are coming from this beacon," Maverick said confused. Seconds later realization dawned on his face.

"IT'S A TRAP," Maverick shouted as the metal doors to the room slammed shut and energy barriers appeared in front of them. Maverick tried to get through the barrier but his powers would not work on it. Seconds later a loud voice boomed out of speakers on either side of the room.

"I'm glad to see you made it this far Lyoko warriors," The voice cooed, "Feel up for a little challenge."

"Who the hell are you," Ulrich spat.

"Manners boy, " The voice chuckled, "I am your captor, Ivo Remnack, one of the members of the Carthaginian board and controller of this base."

"How about you come out and face us," Aelita snarled.

"If you managed to survive a few tests then I might give you that honor," Ivo said, "Now enough chit chat, let's have some fun."

An alarm sounded and six areas of the wall opened up to reveal hidden elevators. Out of each elevator emerged a single robot similar to the one's in Siberia.

Maverick and Yumi went on offense while Aelita and Ulrich protected them, blocking lasers and small missals. Yumi threw both of her fans at the three robots on her side. The first bounced harmlessly off its hull while the second hit a place where the plates of armor met and sliced the robot across the gut and severed most of its circuits. The two other robots destroyed one of her fans as it was returning to her and Yumi retreated and let Ulrich go on the offense. Ulrich stepped forward and threw both of his sabers at the robots. Both sabers scored hits to the chest, punctured the robot's armor, and sliced through their processors.

Maverick and Aelita meanwhile had little trouble with their enemies. Maverick decapitated two with bolts of dark fire and then ducked at Aelita's signal so she could fire an energy field. The orb of energy hit home on the thorax of the robot and melted a hole clean through it.

"Hhhmmm," Ivo said through the speakers. "Perhaps round two will make a dent on you, get ready."

The elevators closed, and when they opened again they were packed full of enemies. Three elevators were full of robots while the other three were filled with materialized blocks.

"Uh…Maverick," Ulrich said uncertainly

"On it," Maverick replied as he started to glow blue from charging his powers.

Maverick released three massive waves of energy from his body, each of which passed his friend harmlessly but incinerated the group's enemies. After five seconds, the attack was done and the elevators were filled with metallic ash.

"Very good," Ivo said over the speakers, "You've left me with one last test, our prototype."

"Prototype what," Maverick asked.

"You'll see," Ivo snickered.

The elevators closed again and the four waited for Ivo's next test. Soon enough one of the elevators to reveal a large coffin shaped stasis tube.

"Activate prototype," Ivo said over the speakers.

The lid of the tube opened with a hiss as large amounts of mist rushed out of the enclosure. When the tube fully opened, the four Lyoko warriors saw in horror what was inside.

Lying in the tube, its eyes now open, was an exact copy of Maverick, same eyes, same hair, same facial structure, even its Lyoko outfit was the same.

"What the…" Maverick began, but he was interrupted by Ivo.

"Like it Maverick," Ivo cackled, "Using our prototype cloning technology, a copy of the powers Xana acquired, and your DNA we managed to create an exact copy of you that can use your powers just as well as you can. I call it Xaverick."

"How in the world did you get a copy of my DNA," Maverick said aghast.

"Why Xana made a copy when he took your powers," Ivo replied, "He thought it might come in handy and he was right. Now Xaverick destroy these intruders."

"Your wish is my command," The clone replied in a voice identical to Maverick's.

Xaverick raised his hands and shot a powerful beam of energy at the Lyoko warriors and Maverick conjured a barrier to block it. The clone quickly teleported behind Ulrich and kicked him in the back before teleporting again to get out of its enemies' reach. Yumi through her remaining fan at the clone but it disintegrated it with a bolt of dark fire. With no weapons to fight with, Yumi tapped her medallion to transform into her armored form. Ulrich and Aelita meanwhile, charged at the clone before Maverick could warn them and they were slammed against the wall from one of Xaverick's shockwaves.

"Stop!" Maverick shouted standing between the clone and his friends, "They have done nothing to you, your business is with me. Let's see if you can beat the original."

"With pleasure," Xaverick replied.

Xaverick and Maverick each shot powerful beams of energy at each other. The beams collided in the air and formed a stalemate of power. The two struggled to get to their beam to hit their opponent. After thirty seconds in however, the clone's beam began to flicker. Seconds later Xaverick was disintegrated as his powers gave out and the full force of Maverick's powers hit him dead on.

"What the…" Ivo shouted but Maverick interrupted him.

"I'll explain if you shut up," Maverick said coldly.

"But how," Ivo continued, "It should have matched you in every way."

"Will you listen or not," Maverick said and Ivo finally fell silent.

"You made the mistake of using the powers that Xana gave to you," Maverick smirked, "The powers that were not complete, that's why your clone's powers failed. I have fully installed powers that made me more than capable of taking out an inferior copy. Now that you know we can defeat whatever you throw at us will you show yourself?"

"I'm afraid I can't since I'm not even in the base," Ivo replied, "I retreated via teleporter to our main base as soon as we found out you were here. If you wish to find me, you will have to locate our main base. Luckily for you though, the barriers and door are programmed to open any second. I'll see you if you make it to our main base, ta-ta."

As was promised, the barriers and doors opened seconds after the speakers went silent and the Lyoko warriors proceeded down the hall the was now open. Without any further resistance, they came upon the control computer for the base, downloaded the coordinates, and teleported home.


	22. Chapter 22: Mind Games

Chapter 22: Mind Games

Disclaimer: I do not own Code Lyoko

It was night at Kadic, 3 o clock in the morning to be exact, and all of the Lyoko warriors were sleeping peacefully in their rooms. Even the tender Aelita slept peacefully and undisturbed by bad dreams. This does not mean everyone slept normally. Jeremie seemed to prefer a keyboard instead of a pillow while William lay sprawled over his bed snoring loud enough to rattle loose objects in his room.

However, a certain A.I. that never sleeps had malevolent plans for that night and very soon a tower was activated.

In Maverick's room a specter glided out of a wall socket and floated over to Maverick's bed where the teen was sleeping. The specter hovered over Maverick for a moment before diving at the boy, entering his body through his ears and attempting to take control of his brain. Maverick leapt out of bed and clutched his head as the specter attempted to take control of him, however Maverick was stronger than the specter and resisted xanafication.

Unable to take control, the specter did something else, something mind breaking. Maverick sensed what the specter was doing and managed to scribble down a quick note to his friends before the specter finished its job.

Maverick fell to the ground unable to move as his face changed from expressions of fear to anger to joy before he finally fell unconscious.

Jeremie awoke to the beeping of the super scan as it picked up an activated tower. He immediately pulled out his cell phone and sent a quick text to his friends telling them to meet him at the entrance to the sewer.

The group met at the sewer and did a quick head count before heading out. It was then that they noticed that Maverick was not among their ranks.

"Where's Maverick," Jeremie asked, "I made sure to send all of you the message."

"Maverick always comes when there's an attack," Ulrich asked, "You think Xana did something to him."

"It's possible," Aelita replied, "However Maverick should be able to fend off anything Xana has with his powers."

"We should send someone to his room just in case," Jeremie said, "Ulrich and Yumi, you two go get Maverick, everybody else, to the factory."

Ulrich and Yumi knocked on Maverick's door and got no response. Ulrich opened the door and He and Yumi saw Maverick lying in the floor. They ran over to him. He was breathing, and Yumi could feel a pulse. Ulrich then noticed the note on Maverick's nightstand. He picked it up and found the words 'Intelligence is the key'.

Ulrich took out his cell phone and called Jeremie. After a the first ring Jeremie picked up.

"Did you guys find him?" Jeremie asked.

"We did but he's unconscious," Ulrich replied, "No signs of a struggle but we did find a note on his desk. It says 'intelligence is the key.' Any Idea what it means?"

"Not a clue," Jeremie replied, "Get him over to the factory and we'll see what we can do."

***meanwhile

Scanner...

Transfer…

Virtualization!

The remaining Lyoko warriors landed hard on a plateau in the ice sector. They did not call up their vehicles to the close proximity to the tower. The tower itself was guarded by a thick squad of 6 Valhallan bloatches, 4 blocks, and 3 crabs.

William attacked first, using his super smoke to get behind his enemies and a strike before they could turn around. This worked well on the first two blocks but the third managed to freeze William's legs to the ground upon which the 3 bloatches scuttled just out of range of his sword and doused him with acid before he could activate his silver rage.

Sissi and Aelita made up for William's clumsiness by taking out the rest of the blocks while Odd advanced slowly, using his shield to cover Sam who shot out from behind him. After making little headway, Sam used her corrosion abilities to lock up the joints in the Crabs and make the easy pickings and soon only the bloatches remained and they two were picked off by Sam, Aelita, and Odd from long range.

As soon as all of the monsters were dead, Aelita deactivated the tower.

"Guys, we have a problem," Jeremie said over the intercom.

"What's wrong Jeremie?" Aelita asked as she came out of the tower.

"The tower has been deactivated but Maverick still hasn't woken up," Jeremie replied, "I'll bring you in and then we'll figure out what is going on."

After Jeremie had brought in the Lyoko warriors he had Maverick's unconscious body put in a scanner to try and find out what was wrong with him.

"I cannot believe what I am seeing," Jeremie said as he stared at the screen.

"What did Xana do too Maverick?" Yumi asked.

"He broke Maverick's mind," Jeremie said.

"WHAT!" the group shouted in unison.

"You heard me," Jeremie said, "Whatever Xana did to Maverick split up his mind into its constituent parts love, hate, fear etc. Right now all of the parts of his mind are just floating around in his brain."

"Besides being unconscious, what exactly will happen if we leave him like this," Sam asked.

"The mind is meant to be a whole unit," Jeremie explained, "Broken up into parts it is very unstable. If we leave Maverick like this his mind disintegrate within an hour and he will die."

"Can you fix it," Odd asked.

"I'm not sure," Jeremie said, "There are two ways to fix something like this. Both options I'm not too fond of."

"We need to do something or he will die," Aelita asked, "What are our options."

"Option A is doing a return to the past," Jeremie sighed, "If it reassembles Maverick's mind the way it was before the Xana attack then he will be fine."

"Why not do that then," Odd asked.

"Because if I do then there is a risk it will kill Maverick instead since he, like the rest of us, is immune to the memory loss of the return trips," Jeremie said seriously, "Unfortunately that is the more risky of the two solutions."

"What's plan B," William asked.

Jeremie chose his words carefully before speaking.

"Plan B," Jeremie said, "Is that we send Maverick to Lyoko and then use the scanners to send someone Maverick's mind and repair it from there."

The ensuing silence was deafening.

"Wait a minute, that just might work," Aelita said, "The last thing Maverick wrote down before falling unconscious was 'intelligence is the key.' He probably meant the intelligence part of his mind. If we go into his mind and find the intelligence fragment, it will know how to fix it."

"Your right," Jeremie said nervously, "However if we do this there will be some problems. Maverick's mind is unstable enough in its present state. We can only send two people in there without risking all both your and Maverick's lives. Also if you were to die in his mind you might die in the real world as well."

"I'll go," Aelita volunteered and cut Jeremie off before he could protest, "I know him better than anyone else."

"Alright," Jeremie said, "But you can't go alone. I recommend sending Ulrich with you. His tough-guy attitude may be able to intimidate some of the malevolent parts of Maverick's mind into submission."

"Whoop dee doo for me," Ulrich said rolling his eyes.

"Time is wasting," Jeremie said, "Get down to the scanner room and I will start up the procedure. Be prepared for anything. We have no idea what Maverick's mind will be like."

Seconds after virtualization, Ulrich and Aelita landed on a solid surface and looked up. What they saw was incredible.

Ulrich and Aelita were in their Lyoko forms on the balcony of a skyscraper in the middle of an enormous futuristic city. Every building seemed semi transparent and the two soon realized they were made of crystal. Above them the sky was filled with large flying cube with either text or images on them. Aelita soon recognized them as thoughts.

"Wow," was all Ulrich could say as he an Aelita took in the sights. They continued to stare until a large glass sliding door opened on the side of the balcony and a figure approached them. The figure seemed a mirror image of Maverick and was wearing a bodysuit with the word "Sadness" on it. The figure of Maverick had a expression utter despair on its face.

"The boss would like to see you," the figure sniffled, tears rolling down its face.

"Who are you?" Aelita asked.

"Can't you tell, I'm sadness," The figure said while crying, "The boss says you're supposed to help us but you can't even recognize who I am."

"Sorry," Aelita replied.

"Sorry, being sorry isn't going to fix this come on," Sadness whined, "Things are already hopeless, if we keep screwing around we're doomed."

Not wanting to upset the thing in front of them anymore, Ulrich and Aelita followed it through the sliding doors and down a crystallized hallway. After about a minute of waling they entered a room with three other figures, each of who had names imprinted on their bodysuits. At a table reading a map was a Maverick copy with the word "intelligence" printed on his suit while one with a suit bearing the word "ego" slouched proudly against the corner of a room. The third figure had the word "rage" printed on his suit and looked as if he was desperately trying to keep his temper in check.

"Here you are boss," Sadness moaned, "Are you sure they'll help us?"

"All logic dictates such a result," Intelligence said, then turning his gaze to Ulrich and Aelita he said, "Do you know who I am."

"If I understand this right, you are the Intelligence part of Maverick's mind," Ulrich asked, "Maverick wrote 'intelligence is the key' before he passed out. Did he mean you?"

"I would assume so," Intelligence replied, "However you would have to speak with Memory to confirm such a hypothesis and as of now, Memory along with the rest of the fragments except those in this room, are being held capture by the one who broke us apart."

"You mean Xana," Aelita asked.

"I do not know his name," Intelligence replied, "What I do know is that you must help us attack the enemy before we all disintegrate. If we defeat him and free the captured fragments, I can fuse us back together into the whole that made us before we were separated. We ourselves have tried to defeat him several times in the last couple of hours but have failed miserably. If you help us, I think we might just be able to defeat him."

"Let's do this then," Ulrich said unsheathing his sabers.

"Not so fast," Intelligence said, "in order for this to work we must need a distraction to draw your so called 'Xana's' monsters away from him so he will be vulnerable. To do that I will send Ego, Rage, and Sadness to cause a disturbance in the frontal lobe sector. Once the monsters are drawn out of the enemies base in the cortex sector you two and I shall attack Xana. If that is all, I suggest we move out."

"Uh one last question before we go," Ulrich asked, "What happens if you die in here."

"For fragments like myself, we cannot die," Intelligence said, "We only become paralyzed. If you die in this place you should reappear through the same way you entered but I cannot be certain. However there is no time to worry about that, we have 30 minutes before my owner's mind disintegrates. Now move out!"

***The cortex region of Maverick's mind

The cortex sector was what appeared to be an enormous library only instead on books there were large rows of holo panels, each containing Maverick's thoughts, memories, feelings, and ideas.

In the middle of the room stood Xana and four tarantulas. Each one of them stood stock still as if they were waiting for something. Behind them, lying in rows of the floor, were the paralyzed forms of the other fragments. Soon and large rumbling filled the room and Xana spoke.

"Go see what that disturbance was," Xana ordered to his minions, "I will stay here and guard the fragments."

The tarantulas left the room and headed toward the source of the noise and Xana resumed his unmoving wait for the Maverick's mind to collapse. Soon after the tarantulas had left a different door opened and three human figures walked into the room.

"Oh my, my guards are not here to help me," Xana said mockingly as Aelita, Ulrich, and Intelligence entered the room, "Whatever shall I do."

"You've gone too far this time Xana," Ulrich said, "Annoying and hurting us is one thing but when you invade the mind of one of one of our friends you are asking for a beating."

"We'll see about that," Xana cooed while drawing his sword, "Let's fight."

The Lyoko warriors and the fragment charged at Xana. Intelligence and Aelita showered the A.I. with a swarm of dark fire and energy fields while Ulrich engaged in a fierce sword fight with the malevolent program. Xana, as if enhanced by supernatural agility dodged and parried Ulrich's blows while at the same time blocked the energy projectiles thrown by Aelita and Intelligence. For ten minutes Xana managed to hold off any damage until finally he miscalculated the location of an energy field was hit, leaving him open to Ulrich who promptly slashed him until he burst into pixels.

"Don't brag about what you can't do," Ulrich sneered as Xana disintegrated into pixels, then turning to Intelligence "Intelligence how much time do we have?"

"Not much," the fragment replied, "Don't worry, Sadness, Rage and Ego should be here soon."

True to his word, the other three fragments soon entered the room.

"Easy as pie," Ego gloated, "Xana couldn't have sent us easier opponents."

"Be quiet and help me reactivate these fragments," Intelligence said pointing to the bodies on the floor, "Ulrich and Aelita, your work here is done. Now that Xana is gone I can guarantee you safe passage back into the real world through devirtualization."

"Ready when you are," Ulrich said to Aelita.

Aelita and Ulrich got into position and Ulrich sliced Aelita as Aelita hit him with an energy field. Once on earth, a return to the past was launched after Maverick regained consciousness to reverse any damage done by Xana to Maverick's brain.


	23. Chapter 23: The Fall of Xana

Chapter 23: The Fall of Xana

**A/N: this chapter has been only lightly proofread so there may be a few mistakes**

(Disclaimer: I do not own code lyoko)

It was 4:00 p.m. at Kadic academy and most students were either relaxing or goofing off since no test were coming up soon and the day's homework had been a light load. However, for a certain group of students their relaxing afternoon would soon interrupted.

Up in the room of Jeremie Belpois the rooms owner was typing furiously at his keyboard while his girlfriend Aelita sat on his bed typing away at her laptop. Both were trying to find the location for the last base they needed to invade before they had the full coordinates for the capital base of the Carthaginians.

The two continued their work, both making frustratingly little progress, until out of nowhere, an email popped up on Jeremie's computer.

"That's weird," Jeremie said to himself.

"What?," Aelita said looking up from her laptop.

"I just got an email from Franz Hopper," Jeremie replied as he opened the email.

Jeremie scrolled through the email reading it at a rapid pace. As he went through the email his face gained a grim expression. Aelita, who was now reading the email over his shoulder, had a similar expression on her face.

"We need to call the others right now," Jeremie said calmly, despite the fact that his entire frame was now shaking.

After the entire group had filed into Jeremie's room the blonde genius spoke.

"Guys I have some good news, some really bad news, and some even worse news," Jeremie said gravely, "The good news is that Franz Hopper managed to find send us the third part of the Coordinates to the main Carthaginian base as well as a map of the base itself. The bad news is that despite all the bases we destroyed, the remaining bases still have enough resources to take over the world."

"What's the really bad news," Ulrich asked even though he was sure he wouldn't like the answer.

Jeremie sighed, "The Carthaginians plan to launch their invasion at midnight tonight."

The entire group fell silent until Maverick stepped forward.

"We shouldn't waste time then," Maverick announced, "If this is so, we have eight hours to form a plan and launch our final attack at the enemy."

"My thoughts precisely," Jeremie replied while turning back to his computer, "The base in question is five miles underground somewhere in Canada. I recommend we split into two groups and have one teleport to the northern side and one teleport to the southern side to thin out enemy troops."

"And annihilate everything we can and meet up in the center where the Carthaginian board will be taking shelter," Maverick finished.

"Exactly," Jeremie replied.

The group was silent for a few minutes before Yumi spoke

"Guys I like the idea, I really do," Yumi said, "But don't you think this might be a little too much for us to take on."

"We can contact Zettabyte and my mother and ask for their help," Aelita suggested, "I'm sure they would be more than happy to help us."

"I could also activate some towers to help regenerate your guys' life-points," Jeremie said, "I could then have Franz activate some Valhalla towers to help with Maverick's power supply."

"Alright, if we have that going for us then I guess we have a chance," Yumi said with a little more confidence, "When should we go then?"

"Right now," Jeremie said, "I'll head over to the factory, Maverick, you know what to do."

Maverick grinned as he and the rest of the group minus Jeremie disappeared in a puff of smoke.

After getting their equipment, the Lyoko Warriors Split into two groups. Odd, Sissi, William, Aelita, and Antea were teleported to the southern side of the base while, Sam, Ulrich, Yumi, Maverick, and Zettabyte were teleported to the Northern Side of the base.

On the southern side of a base a brown haired scientist was walking down a hallway checking a few things off his clipboard when a large thunk was heard to his left. The scientist stopped and looked to his left to notice a closet where the noise had been heard. Curious, the scientist walked over to the closet and opened the door. The scientist was promptly cleaved in half by William's sword as the group filed out of the closet.

"Thank God this our last mission," William complained, "Maverick nearly got us stuck in a wall."

"You shouldn't complain," Antea replied tersely, "If we didn't have his teleporting ability we would have lost the fight by now."

Sirens suddenly blared throughout the base and the group looked up to realize that they had been seen by security cameras that they had not noticed.

"If we don't get ready then we are going to lose right now," Sissi shouted, "Here they come!"

A group of eight Carthaginian soldiers burst through a pair of double doors to their right and began to open fire and caught Sissi and Odd off guard, depleting their Lyoko forms with rapid bursts of gunfire. Antea retaliated by shooting razor ovals off of her wings but the metal projectile did not have enough mass or momentum to penetrate the armor worn by the soldiers. The Soldiers returned fire on Antea who shielded herself from the bullets with her wing and unintentionally deflecting the back at the soldiers but once again the bullets were not strong enough to pierce the soldiers' armor.

William and Odd ran forward kamikaze style and William activated his silver rage. Odd did not stand a chance after losing his Lyoko form and quickly had his armor reduced to rubble, forcing him the retreat to Valhalla. On the top side, a few of Odd's laser arrows hit home and melted through the armor of two soldiers and disintegrated their vital organs. William, unlike the others, had no difficulty slashing through the soldiers armor with his obnoxiously large sword and decimated the remaining soldiers with heavy blow to the chest and collar bones.

"Dang it Odd why do you always have to do that," William shouted as the some cleared and Odd was already gone.

"Forget about him," Aelita snapped, "We need to go before others arrive."

"You'll go nowhere," a voice hissed.

The Lyoko warriors turned around in time to see one of the presumed to be dead soldiers lob two grenades at them and before the Lyoko warriors could kick them away, they exploded.

The entire hallway shook violently as the two bombs went off and the ceiling collapsed from the explosion. Each of the group lost their Lyoko forms from the blast and Aelita and William were nearly crushed by the debris but were saved by their armor, Antea and Sissi were not so lucky

"Are you guys okay," William called out.

"I'm alright," Aelita replied, "The others are unconscious though, help me activate their medallions."

William crawled through the debris and help the pinkette activate the medallions of their friends, sending them back to Valhalla where they would be healed.

"Frickin Grenades!" William shouted in anger, "You and I don't stand a chance by ourselves."

"We need to catch up to the others then," Aelita replied, "We'll be better off with them."

Aelita and William took off down a hallway and after ten minutes of running reached an entrance guarded by four soldiers.

"Well if it isn't two of the little rascals who have done everything they can to stop the will of the Carthaginian board," one of the soldiers cackled, "Our employers will be pleased when we hand them your carcass's."

"In your dreams," William retorted, "What's so important that your employers stationed you here for."

"You would like to know that wouldn't you," The soldier cooed, "But I'll tell you since you have no chance of survival. Behind us is the final safe house for our employers. All the controls for their master plan are in there and if you get past us, which you won't, you might just be able to stop them."

"Thanks for the info," Aelita smirked as she and William ducked for cover behind the corner they had just turned.

The four soldiers sent a hail of bullets at the two Lyoko warriors but scored no hits as the their enemies were already behind cover. Aelita and William retaliated with blasts from their ray guns and demolished two of the soldiers and the concussive blast from the impacts was enough to jam the weapons of the other two. Aelita and William did not miss the opportunity and fired upon the other soldiers, reducing them to ash in seconds.

"I have a feeling this was too easy," Aelita said, "There should have been more guards in this section of the base."

"If this is a trap we'll find out soon enough," William said as he pulled a keycard off of one of the dead soldiers and scanned it through a panel on the door. With a hydraulic hiss, the doors slid open and the two entered the room.

Meanwhile on the northern side, Maverick, Ulrich, Yumi, Sam and Zettabyte appeared in an empty hallway and were immediately detected by security cameras.

"Let's move," Yumi ordered, "We only have so long before the guard catch up to us."

The group sprinted down a few hallways before a squad of 6 heavily armored guards caught site of them.

"Contacts spotted," one of the guards shouted, "Open fire."

Ulrich used his super sprint to burst forward, slash a guard and sprint back before the guards could do anything. Yumi threw her fans, and Sam fired her M16 while Maverick and Zettabyte did what they could to provide cover.

"This is squad epsilon calling for help," One of the soldiers said into his radio as another of his comrades fell, "We need backup now!"

20 more guards soon came down an adjacent hallway only to 10 of their number be decimated by one of Zettabyte's missiles. Meanwhile one of the guards from the epsilon group hurled a grenade at Ulrich, who in an attempt to send the grenade back to its thrower, hit the grenade with his saber and accidentally caused it to detonate. The resulting blast took of his and Sam's Lyoko forms and two quickly switched to their ray guns.

Yumi attempted to nullify the rest of the first group with another launch of her fans. However, while one fan hit home and decapitated a guard, the other got pinned to a wall from a knife thrown by one of the remaining guards. Yumi used this to her advantage and in one fluid movement she wrenched the knife out of the wall with the fan and threw both of them. The knife hit one of the soldiers in the forehead while the fan cut the throat of the last guard of the first squad. Unfortunately this last attack left Yumi open to the other group of guards who switched from firing at Maverick and Zettabyte and focused all of their fire power on Yumi, destroying her Lyoko form and battering her armor so badly that she had no choice but to retreat to Valhalla.

Meanwhile, more guards had arrived, one of which was carrying a rocket launcher. The soldier aimed the launcher at Zettabyte and fired. Luckily for the Cyborg, Maverick was able to conjure an energy shield before it was too late and deflected the rocket back troops. The rocket smashed into a wall and collapsed the ceiling bringing large chunks of concrete down on the soldiers. The only problem was that when the debris came down it crushed the rocket launcher the Carthaginian trooper was carrying and caused it to explode. The blast shot concrete at the Lyoko warriors and although most of them were able to dodge the blast Sam was unable to in time and the resulting injuries forced her to retreat to Valhalla.

"Let's move," Maverick said after making sure all of the guards were dead, "We need to meet up with the others before more guards show up."

"Logic dictates that we might have gotten all of them," Zettabyte replied, "If my calculations are correct we should be able to get to the center of the base without much more trouble."

"We should hurry anyway," Ulrich said, "Better safe than sorry."

The remaining three took off again and soon came to a set of metal double-doors with a squad of guards in front of it. Without saying anything, Zettabyte activated his plasma cannon and vaporized the guards with a few powerful shots and walked over to the door.

"According to my sensors the Carthaginian board resides somewhere in the arena that is beyond these doors," Zettabyte said in monotone, "It is likely that they have some plan for us if they have all decided to reside in the same room."

"We've come too far to stop now," Maverick replied, "Open the door and lets finish this."

Zettabyte kicked open the door and the trio entered.

The central control room of the main Carthaginian base was very large and roomy, more like an arena than a room. It was roughly triangular in shape, two corners being entrances while the last corner consisted of a row of seats in which Ivo Remnack, Anthony Maloski, Xana, Taelia, C.R.O.N. and D.O.S. were seated.

"My patience is wearing thin," Xana said to Maloski, "I thought you said they would be here by now."

"They will be here soon Xana do not fret," Maloski said in a calm tone.

The six enemies waited patiently and after a few minutes one of the double doors was kicked open as Zettabyte, Ulrich, Maverick entered. Seconds later the other set of doors opened as well to reveal Aelita and William.

"Bravo, bravo," Remnack said standing up and clapping, "I am quite impressed that you made it this far. A shame really, you would have done very well if you worked for us."

This was the first time the Lyoko warriors really got a good look at Ivo Remnack. He had short red hair and a thin red mustache as his hairstyle. His was, for lack of a better term, incredibly obese but seemed to be able to carry his weight with extraordinary ease.

"So you're the fatso who had the hair brained idea of cloning me," Maverick said, "You're going to pay for that."

"Perhaps," Remnack replied politely despite being insulted, "But I find it much more likely that you and your friends here will fail. Wouldn't you agree Anthony."

"Quite," Maloski replied, "Even if you manage to retreat with you little gadgets you know as well as we do that if you fail in defeating us than you will not be able to recuperate before our invasion begins. I'll also make sure you pay for killing the rest of the Carthaginian boars in that little satellite trick you performed a while back."

"How exactly do you plan to stop us," Ulrich snarled, "We have Maverick, our weapons, and the Lyoko form we lost to your troops have just regenerated."

This time Xana replied, "Did you really think we had no way to fortify ourselves against your pitiful assault. I have activated a tower for each both Ivo and Anthony here. This will give them the strength, stamina and powers necessary to defeat you and in case you have forgotten, I am here as well."

To prove his point, both Remnack and Maloski raised their hands and let electricity arc between them

"But you are in specter form," Aelita replied, "That hardly makes you or your little minions a formidable threat."

"On the contrary," Xana replied, "Taelia, C.R.O.N., D.O.S., and myself have been materialized."

There was a silence as the Lyoko warriors took in this fact until William, who had been struggling the whole time to keep his rage in check charged forward at Xana.

"William NO!," Maverick shouted but William had already been sent flying against a wall from Maloski's electrical specter powers.

"You will die," William said as he got up, "All of you will DIE!"

"Looks like someone still has some issue from the games I played in his mind while he was possession," Xana cooed, "No matter, We will teach you brats to learn some manners."

"That we will," D.O.S. said, speaking for the first time, "We've had our fun chatting. Let's cut to the chase."

"Yes, let's," Maloski cackled, "Team Carthage, choose you partners and let's dance."

Both teams charged at each other and the room was soon in chaos.

Right off the bat Zettabyte was forced to retreat as C.R.O.N. and D.O.S. pummeled him with lasers and grenades. However, teaming up on Zettabyte left them open the Maverick who incinerated the two with bolts of dark fire, the traitors would not be missed. Maverick was quickly forced to abandon his celebration as a spray of thorns flew past him and soon he was face to face with his would be killer, Taelia.

William and Ulrich meanwhile were blocking bolt after bolt of electricity launched by the two remaining Carthaginian board members. The only thing they could do was block as bolts of lightning flew at them for when they tried to charge it left them open to more electricity. William finally hatched a plan and activated his silver rage and merely walked toward the board members with Ulrich using him as cover. However Williams silver rage wore off just as he was in range of his enemies and his Lyoko form as well as his medallion were destroyed by the ensuing blast of electricity and he was slammed against a wall, too injured to move. Fortunately Ulrich was then able to use his super sprint to dodge the rest of the blast and both of the Carthaginians through their hearts.

"I hope Hell has room for you," Ulrich said as he wrenched his sword out of the bodies of his enemies and turned to see if William was okay. Luckily for him, Maverick had already teleported William back to Valhalla. Unfortunately, this small act of checking to see if his friend was okay left Ulrich open to Xana who had snuck up behind him, Maverick and Aelita being occupied by fighting Taelia, and stabbed him. The attack took off Ulrich's Lyoko form and punctured his gut. Ulrich was barely able to activate his medallion before he fell unconscious from the pain.

"YOU'LL PAY FOR THAT," Maverick shouted as he charged Xana only to meet his enemy's fist and get knocked to the adjacent wall.

"Is this all you have," Xana gloated, "I knew you would be able to get rid of the two Remnack, Maloski and the two Valhallan idiots but so far you haven't so much as laid a scratch on me or my queen."

"That's about to change," Maverick said.

He then walked over to Aelita and formed a power link with her just like he had with Ulrich so long ago. The two began to glow with power.

"Impressive," Xana replied coolly, "But I can do the same thing."

Xana walked over to Taelia and formed a power link with her just like Maverick had with Aelita.

"Copying my moves won't save you," Maverick replied, "My powers are fully installed, yours are not."

"Be that as it may," Xana cooed, "I have an ace up my sleeve."

"You always have some crazy backup plan Xana!" Aelita hissed, "And we defeat you every time."

"Not this time," Xana replied.

Without another word, Xana raised his hands and shot a massive beam of energy at Maverick and Aelita who dodged the attack with ease. Maverick raised his hands and used his singularity attack to shoot a black hole at Xana but the demonic A.I. hit it with another blast of energy and destroyed it. While Maverick was in the process of witnessing the destruction of his black hole Taelia lunged forward and sent a spray of thorns at Aelita who used her shared powers to teleport behind Taelia and roundhouse kick her in the head and send her crashing into a wall. Xana and Maverick meanwhile were dueling each other with blasts of energy both dodging each others' attacks. After 5 minutes of fighting, Maverick noticed that Xana never strayed more than ten meters from the control panels that controlled the bases supercomputers. Finally understanding hit Maverick and he began to focus his powers into a single powerful beam.

"You're a fool to waste so much energy," Xana cackled, "I can easily dodge that attack."

"I'm not aiming at you," Maverick replied, and realization dawned on Xana's face as Maverick fired to bolt. Xana tried to intercept it but was too slow and the bolt hit the left control panel of the base's mainframe.

"NOOOO!" Xana shouted as the aura of power that surrounded him and Taelia vanished.

Still powered up, Maverick and Aelita cornered Xana and Taelia but did not attack.

"I know what you did Xana, you installed an outlet for tower energy into that control panel," Maverick said, "That is what allowed you to stop your powers from shutting off but it would only work if you stayed close to it."

Xana could only sputter in rage as Taelia cowered to his side

"And now that you are materialized," Aelita continued, "You and your little queen have nowhere to run. It's over, we win."

"Have mercy!" Xana begged falling onto to his knees.

"I don't think so," Maverick replied, "If we even try to arrest you or send you to prison like a normal human we would have literally hundreds of corrupt governments hunting us. No you must die."

Maverick then turned to Aelita, "I recommend you do Xana. He done you the most harm after all."

Aelita nodded and, without a word to her sworn enemy for many years, shot Xana through the chest with an energy field. Xana collapsed into a bloody heap and Taelia screamed as her master fell dead to the ground.

"And that just leaves you," Maverick said, "It's a shame that you never met your blood relatives, but know you can meet your true family. Hitler, Stalin, you'll be meeting them soon."

Taelia spat in Maverick's face and Maverick calmly whipped it off.

"Time for you to go home," Maverick replied.

Maverick tapped his medallion and went into his earth form, walked over to Taelia, raised his ray gun to her forehead, and pulled the trigger. Taelia's lifeless body fell to the ground next to Xana's.

"Let's destroy the base and go," Maverick said, "I'll feel a lot better when we're gone."

"What about your parents," Aelita said, "Their probably in this base."

Maverick sighed

"My parents have been dead for years," He said, "I found that out by reading Maloski's mind when we entered this room."

"Oh Maverick I'm so sorry…" Aelita began.

"Don't be," Maverick replied, "I've endured without them for a long time now, I'll survive. Come on, let's blow this place up."

Maverick and Aelita walked over to the remaining control panel, set the base to self destruct, and teleported home.


	24. Chapter 24: epilouge

Epilogue: Stronger After All

Final disclaimer: I do not own Code Lyoko.

Weeks past, months followed, all the while not a single Xana attack and not a single sign of danger.

They had done it, Xana was dead the men in black were in ruins and no one was any the wiser.

Grades went up, especially for Ulrich and Odd. Now that Xana was dead they could devote more time towards their studies and become successful in school.

Franz and Antea were materialized and together, with the help of the group, rebuilt the Hermitage and got jobs as teachers at Kadic. Since Aelita went by the name of Stones, her parents had to perform a legal adoption of her to allow her to live with them again.

Relationships bloomed, Maverick got together with Emily and William, finally asked Sissi out.

Finally the Supercomputer was shut off and its chips were removed and hidden so nobody could ever use it to revive a back up of Xana. The same went for the Valhalla supercomputer

Zettabyte was materialized in a human form and signed up as a programming teacher at Kadic.

There was peace for the Lyoko warriors, who for the first time in two and a half years, could live normally and live their lives as they chose.

**(A/N) I hope I did okay on this story and made a suitable season 5 out of it. As you probably guessed Maverick is a representation of me with super powers. I'm sorry if things seem a little rushed in the later chapters, I was trying to get this done before season five came out (yes moonscoop is working on one). If I messed up on anything please tell me in a review or private message. **


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